Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during In the Term of this Agreement, event that the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Property should be damaged or destroyed by fire or any other casualtycasualty prior to the Closing Date, then Landlord Seller shall be entitled to retain all insurance proceeds payable promptly provide Buyer with written notice of such casualty. If the cost of repairing such damage, as estimated by reason of and with respect an architect or contractor retained pursuant to the damage or destruction to mutual agreement of the Premises Parties (the “Cost of Repairs”), is (a) less than Two Hundred Thousand Dollars ($200,000), then the Closing shall proceed as scheduled and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) Seller shall cause all collected insurance proceeds, plus the casualty must cash amount of all associated deductibles, to be insured under Landlord's insurance policies, and Landlord’s obligation is limited paid over to Buyer (or credited against the extent of the insurance proceeds received by LandlordPurchase Price) at Closing, (ii) Landlord’s duty Seller shall assign to repair Buyer all right, title and restore interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Premises Property at Closing, and (iii) Seller shall not begin until pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof; or (b) greater than Two Hundred Thousand Dollars ($200,000), then Buyer may in its discretion either (i) elect to terminate this Agreement in its entirety, in which case the Deposit shall be returned to Buyer without any further action required from either Party, Buyer and Seller shall each be liable for one-half of any escrow fees or charges and neither Party shall have any further obligation to the other, or (ii) proceed as scheduled and (x) Seller shall cause all collected insurance proceeds, plus the cash amount of all associated deductibles, to be paid over to Buyer (iiior credited against the Purchase Price) Landlord’s lender(sat Closing, (y) must permit Seller shall assign to Buyer all right, title and interest in and to all claims and proceeds Seller may have with respect to all policies of insurance relating to the Property at Closing, and (z) Seller shall pay over to Buyer all insurance proceeds collected after the Closing by Seller promptly upon receipt thereof. In the event that the casualty is uninsured, Buyer may terminate this Agreement in its entirety unless Buyer receives a credit against the Purchase Price equal to be used for such repair and restorationthe Cost of Repairs. The foregoing notwithstanding, (iv) Landlord in the event any casualty results in the cancellation of, or rental abatement under, any Lease, Buyer shall have no obligation the option to repair and restore any personal property on terminate this Agreement without regard to the Premises belonging Cost of Repairs. Any notice required to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to this Section 2.2 or if Tenant has shall be delivered no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive days, including, without limitation, any days following Buyer’s receipt of Seller’s notice of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxxcasualty. The abatement provisions of this Section 10 shall survive the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationClosing.

Damage or Destruction. IfIn the event of any damage or loss to the Leased Premises, during Tenant shall give immediate written notice thereof to Landlord. If the Term of this Agreement, building on the entire Parking Facility or such portion thereof as Leased Premises shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall at any time be damaged or destroyed by fire or other casualtycause whatsoever, then Landlord Tenant shall promptly repair or rebuild same at Tenant's expense, so as to make the building at least equal in value to the building existing immediately prior to such occurrence and as nearly similar to it in character as shall be entitled practicable and reasonable; and Tenant shall do so, even though the proceeds of any insurance policies shall be insufficient to retain all insurance proceeds payable by reason reimburse Tenant therefor. There shall be no abatement of and with respect rent pending any repairs or rebuilding, nor shall Tenant's obligations hereunder be terminated, notwithstanding any destruction or damage to the damage Leased Premises. Before beginning such repairs or destruction to the Premises and Landlord rebuilding, or letting any contracts in connection therewith, Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under submit for Landlord's insurance policiesapproval, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises which approval shall not begin until receipt be unreasonably withheld or delayed, complete and detailed plans and specifications thereof and a listing of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds all contractors and subcontractors intended to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or perform any part of the Premises and/or for any inconvenience work. Promptly after receiving Landlord's approval, Tenant shall begin such repairs or annoyance occasioned rebuilding and shall prosecute the same to completion with due diligence. All work shall be done in a good and workmanlike manner employing appropriate new materials in accordance with the plans and specifications approved by any casualty Landlord, and any resulting damage, destruction, repair, or restoration.in compliance with all

Damage or Destruction. If, during If prior to the Term Start Date the Property sustains damage (whether insured or otherwise) which at common law would entitle a hypothetical tenant under a hypothetical lease of this Agreementthe Property to an abatement of rent of an amount exceeding [20%] of the rent, either party may resile from the Missives without penalty on delivery of written notice to that effect to the other's solicitors no later than midday on the Term Start Date, time being of the essence. If there is any dispute as to whether the Property has suffered such damage, the entire Parking Facility matter will be referred to the decision of an independent surveyor, who will act as an expert, appointed, failing agreement, by the Chair of the RICS in Scotland on application by either party. The independent surveyor's decision will be binding on the parties. If the independent surveyor dies, delays or such portion thereof as shall render becomes unwilling or incapable of acting then either the Premises unsuitable Landlord or the Tenant may apply to the Chair to discharge that independent surveyor and appoint a replacement. The fees and expenses of the independent surveyor and the cost of appointment are payable by the Landlord and the Tenant in the proportions which the independent surveyor directs and if no direction is made equally. [Tenant's Works The Landlord approves the Tenant's Works. Any Tenant's Works will be carried out in accordance with the Licence for Works.] Costs [Each party will bear their own costs and expenses] [Within 10 Business Days of demand, the Tenant will pay to the Landlord [a contribution of [ ] (£[ ]) POUNDS STERLING (exclusive of VAT, which will be payable by the Tenant in addition) towards] all legal and other professional fees and outlays reasonably and properly incurred by the Landlord in connection with the Missives [Lease] [Licence for Works] [Deposit Agreement] [Side Agreement] [and Guarantee]. The Tenant will be responsible for any LBTT payable in respect of the transaction contemplated by the Missives and for the continued conduct Lease Costs [and for the cost of registering the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Lease in the event Land Register of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationScotland].

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, If any Property shall be damaged or destroyed destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, then Landlord shall be entitled to retain Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds payable received by reason Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in Damaged Property as a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent result of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt occurrence of any such fire or other casualty will be covered out of the insurance Net Proceeds or by Borrower out-of-pocket or with the proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationif any, of business interruption or rental interruption insurance, (iv) Landlord Lender shall have no obligation be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restore any personal property on restoration of the Premises belonging Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to Tenant or any a level sufficient to cover all carrying costs and operating expenses of Tenant’s employees, contractors, agents or inviteesthe Damaged Property, (v) Landlord Lender shall have no obligation to restore be satisfied that the damage or destruction (or to complete any restoration) during the last year repair and restoration of the Term Damaged Property will be completed on or before the earlier to occur of any Option Period if Tenant has delivered notice (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that it is not renewing all of the Term terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Section 2.2 the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or if Tenant has no more extension options pursuant as directed by, Borrower from time to this Agreementtime during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (viii) Landlord shall rebuild there exist no notice of pendency, stop order, notice of intention to file mechanic's or reconstruct materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Parking Facility to a configuration substantially equivalent to that configuration which existed as Damaged Property arising out of the Commencement Daterepair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. During The repair and restoration of the period Damaged Property shall be done and completed by Borrower in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (30) consecutive days, including, without limitation, any all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such period during which Landlord is repairing plans and restoring specification shall be deemed approved by Lender. Upon the Parking Facilityoccurrence of an Event of Default, Lender shall have the rental payable by Tenant shall xxxxxuse of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The abatement identity of the rent contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the exclusive remedy of Tenant against Landlord in Net Proceeds available for the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use repair and restoration of the whole or any Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty repair and any resulting damage, destruction, repair, or restoration.restoration of the Damaged Property,

Damage or Destruction. If, during If the Term of this AgreementPremises, the entire Parking Facility or such portion thereof as shall render building in which the Premises unsuitable for may be located, or any systems, parking or common areas serving the continued conduct of the Tenant’s and its invitees activities thereonPremises, shall be are damaged or destroyed by fire or other casualty, then the Landlord shall be entitled within forty-five (45) days of such casualty notify the Tenant (the “Landlord’s Notice”) whether Landlord elects to retain all insurance proceeds payable by reason of and with respect to restore the damage or destruction and, if so, whether in the reasonable determination of the Landlord the damage can be repaired within one hundred twenty (120) days of such notice (the “Restoration Period”). If Landlord elects not to repair the Premises damage then this Lease will terminate effective as of the date of the casualty and the Rent shall be prorated as of that date. If Landlord shall rebuild or reconstruct elects to repair the Parking Facility in a commercially reasonable damage and efficient manner subject to the following terms and conditions: (i) the casualty must damage substantially interferes with Tenant’s ability, in its reasonable judgment, to conduct its business therefrom, or (ii) if the repairs and restoration cannot be insured under completed within the Restoration Period as determined by Landlord's insurance policies, and then Tenant may, at its option, within thirty (30) days of the receipt of the Landlord’s obligation Notice, terminate this Lease effective as of the date of the casualty and the Rent shall be prorated as of that date. If Landlord has elected to make the repairs and if Tenant has not exercised its right to terminate as set forth above, the Landlord shall within thirty (30) days from the date of the Landlord’s Notice, commence the repairs and restoration and proceed with all due diligence to restore the damaged areas to substantially the same condition in which they were in immediately prior to the occurrence of the casualty. For such period of time as Tenant cannot, in its reasonable judgment, conduct its business from the Premises as a result of the condition of the Premises, the Common Facilities, or the building of which the Premises may be a part, or caused by an interruption thereof because of reconstruction activities, the Rent shall xxxxx. To the extent and during the time that only a portion of the Premises is limited tenantable and to the extent that Tenant is able in its reasonable judgment to conduct its business therefrom, the Tenant shall receive a fair diminution of Rent. In the event the Landlord fails to deliver to the Tenant a Landlord’s Notice within the required forty-five (45) day period, the Tenant shall have the right to terminate this Lease as of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt date of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) casualty. Landlord shall have no obligation to restore the damage fixtures, improvements, furniture, equipment or destruction (or to complete any restoration) during the last year other property of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility If all or such a portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s Subleased Premises is destroyed or damaged as described in Article 10 of the Master Lease: (i) Sublandlord shall have no obligation or liability to Subtenant in connection with any such damage or destruction, (ii) this Sublease shall continue only to the extent the Master Lease remains in effect pursuant to Article 10 of the Master Lease (and its invitees activities thereonSublandlord shall provide Subtenant with any notices by Master Landlord in connection therewith), shall be damaged or destroyed by fire or other casualty, then Landlord (iii) Subtenant shall be entitled to retain all insurance proceeds payable by reason an abatement of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Rent to the extent of that the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Subleased Premises shall not begin have been rendered Untenantable until receipt of substantially repaired, but only to the insurance proceedsextent that Sublandlord’s rent under the Master Lease has been abated (on the same percentage basis that Sublandlord’s rent is abated), (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Subtenant shall have no obligation the same rights to repair and restore any personal property on terminate this Sublease as Sublandlord has to terminate the Premises belonging Master Lease, as provided in the Master Lease. Sublandlord shall use commercially reasonable efforts to Tenant enforce Sublandlord’s rights under Article 10 of the Master Lease. If the destruction or any of Tenant’s employeesdamage relates solely to the Subleased Premises, contractors, agents or invitees, (v) Landlord then Subtenant shall have no obligation the right to restore approve any settlement of Sublandlord’s rights under the damage Master Lease relating to such casualty, which approval shall not be unreasonably withheld or destruction (or delayed. In all other cases, Subtenant shall be entitled to complete any restoration) during participate with Sublandlord in the last year enforcement of Sublandlord’s rights under Article 10 of the Term or of any Option Period if Tenant has delivered notice Master Lease, provided that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period final settlement in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent case shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned made by any casualty and any resulting damage, destruction, repair, or restorationSublandlord.

Damage or Destruction. IfTenant shall give prompt written notice to Landlord of any casualty of which Tenant is aware to any Premises (the “Damaged Premises”). If the Damaged Premises are totally destroyed, during or are partially destroyed but in Tenant’s opinion cannot be restored to an economically viable building for either the Term of this Agreement, the entire Parking Facility use for such building specified in Schedule A or such other use of such building for which Landlord has previously given written approval, or if the insurance proceeds actually paid to Tenant as a result of any casualty are, in Tenant’s reasonable opinion inadequate to restore the portion thereof as shall render the Premises unsuitable for the continued conduct remaining of the Tenant’s and Damaged Premises to an economically viable building for such use, Tenant may, at its invitees activities thereon, shall be damaged or destroyed election exercisable by fire or other giving written notice to Landlord within sixty (60) days after the casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and terminate this Lease with respect to the damage Damaged Premises as of the date of the casualty or destruction the date Tenant is deprived of possession of such Premises (whichever is later). If this Lease is terminated with respect to the Damaged Premises and as a result of a casualty, Tenant shall promptly deliver to Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the all insurance proceeds received by LandlordTenant under the insurance policy carried by Tenant on the Damaged Premises, (ii) Landlordnet of any insurance proceeds attributable to Tenant’s duty to repair and restore the Premises shall not begin until receipt personal property or other property that would be Tenant’s property upon termination of the Lease and any costs expended or fees or other charges incurred by Tenant in collecting such proceeds. If this Lease is not terminated as a result of a casualty, subject to the availability of adequate insurance proceeds, (iii) Tenant shall restore the Damaged Premises as nearly as possible to the nature and character that existed immediately prior to the occurrence of such casualty and, to the extent required by Section 12.1, in accordance with plans approved by Landlord. Except for Tenant’s lender(s) must permit the share of any insurance proceeds received by Landlord and attributed to be used for such repair and restorationTenant’s property as provided more fully above, (iv) Landlord if any, Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims claim against Landlord for any compensation or damage for loss suffered by reason of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, repair or restoration. Other than providing Tenant any insurance proceeds attributable to Tenant’s property as described above, Landlord shall not be required to repair any damage to or to make any restoration of any furnishings, trade fixtures, leasehold improvements, equipment, merchandise and other personal property installed in the Premises by Tenant or at the direct or indirect expense of Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct If any of the Tenant’s and its invitees activities thereon, shall be Improvements are damaged or destroyed prior to Closing and no Tenant of all or a portion of such Property is obligated by fire the terms of its Lease to repair such damage or other casualtydestruction, then Landlord shall be entitled then, by delivering written notice to retain all insurance proceeds payable by reason Seller within three (3) business days after Buyer’s receipt of written notice of such damage or destruction and Seller’s reasonable estimate of the costs of repair, Buyer may elect to either (a) terminate this Agreement with respect to the damaged or destroyed Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for such damaged or destroyed Property so excluded from this Agreement, neither party shall have any further liability or obligation under this Agreement with respect to such Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect, in which case the Respective Seller shall assign to Buyer at Closing any and all proceeds and/or claims under any applicable insurance coverage and afford Buyer a credit at Closing for any applicable insurance deductible (but only if and to the extent such deductible is not any Tenant’s responsibility under any Lease), and Buyer shall take title to the Property subject to such damage and destruction; provided, however, that in the event the cost to repair any such damage or destruction is reasonably estimated by Seller to be less than an amount equal to three and a half percent (3.5%) of the Allocated Purchase Price for such Property (provided, however, that notwithstanding the foregoing, such threshold shall be an amount equal to $500,000 for each Property with respect to the Premises Properties commonly known as “Midway” and Landlord “Pacific” as described on Schedule 1 hereto), then Buyer shall rebuild or reconstruct the Parking Facility in have no right to terminate this Agreement, Seller shall assign to Buyer at Closing any and all proceeds and/or claims under any applicable insurance coverage and afford Buyer a commercially reasonable credit at Closing for any applicable insurance deductible (but only if and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall such deductible is not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete responsibility under any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease), and (vi) Landlord Buyer shall rebuild or reconstruct take title to such Property subject to such damage and destruction. If Buyer fails to deliver written notice to Seller of Buyer’s election within the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the time period specified in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysParagraph 13, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent Buyer shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdeemed to have elected alternative (b) above.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building, then Landlord the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty to repair and restore sole opinion, be made within two hundred forty (240) days after the Premises shall not begin until receipt occurrence of such damage without the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for payment of overtime or other premiums. Until such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilityrepairs are completed, the rental payable by Tenant shall xxxxx. The abatement of the rent Base Rent and Additional Rent shall be abated in proportion to the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for which is unusable by Tenant in the conduct of its business. If repairs cannot, in Landlord’s sole and reasonable opinion be made within two hundred forty (240) days, Landlord shall notify Tenant within sixty (60) days of the date of occurrence of such damage as to whether or not Landlord elects to make such repairs and if no such notice is given, Landlord shall be deemed to have elected to make such repairs. If Landlord elects not to make such repairs or such repairs cannot be made within one hundred eighty (180) days of notice, then either party may, by written notice to the other, cancel this lease as of the date of the occurrence of such damage. Except as provided in this Section, there shall be no abatement of Base Rent and Additional Rent, and no liability of Landlord by reason of any inconvenience injury to or annoyance occasioned interference with Tenant’s business or property arising from any such fire or other casualty or from the making or not making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture or furnishings or inventory or on any fixtures or equipment removable by Tenant under the provisions of this Lease and that Landlord shall not be obliged to repair any casualty and damage thereto or replace the same. Landlord shall not be required to repair any resulting damage, destruction, repairinjury or damage caused by fire or other cause, or restorationto make any repairs or replacements to or of improvements installed in the Premises by Tenant.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility or premises are damaged to such portion thereof an extent as shall to render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonsame untenantable in whole or in a substantial part thereof, or are destroyed, it shall be damaged or destroyed by fire or other casualty, then optional with Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair or rebuild the same; and restore after the Premises happening of any such contingency, Tenant shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) give Landlord immediate written notice thereof. Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays after date of such notification to notify Tenant in writing of Landlord's intentions to repair or rebuild said premises, includingor the part so damaged as aforesaid, and if Landlord elects to repair or rebuild said premises, Landlord shall prosecute the work of such repairing or rebuilding without limitationunnecessary delay, any and during such period during which the rent of said premises shall be abated in the same ratio that portion of the premises rendered for the time being unfit for occupancy shall bear to the whole of the leased premises. If Landlord is repairing and restoring shall fail to give the Parking Facilitynotice aforesaid, or does not complete the rental payable by repairs within six (6) months of the date of damage, Tenant shall xxxxxhave the right to declare this Lease terminated by written notice served upon Landlord or Landlord's agent. The abatement of In the rent event the building in which the premises hereby leased are located shall be damaged (even though the exclusive remedy of Tenant against Landlord premises hereby leased shall not be damaged thereby) to such an extent that in the event opinion of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation it shall not be practicable to repair or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairrebuild, or restorationis destroyed, then it shall be optional with Landlord to terminate this Lease by written notice served on Tenant within ninety (90) days after such damage or destruction.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render (a) If the Premises unsuitable for the continued conduct or any portion of the Common Areas of the Center necessary for Tenant’s use and its invitees activities thereon, shall be occupancy of the Premises is damaged or destroyed by fire in whole or other casualtyin any substantial part during the period from the Rent Commencement Date through the remaining term of this Lease, then Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises and Common Areas (if applicable) can reasonably be entitled expected to retain all insurance proceeds payable by reason of be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and with respect (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises Premises, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: if either (iA) the casualty must be insured under Landlord's insurance policiesestimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days), or (B) the Architect’s Estimate states that repair and Landlord’s obligation is limited restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the insurance proceeds received date of the occurrence by giving written notice to the other party within thirty (30) days after the damage has occurred or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later; provided, however, that if Landlord elects to terminate this Lease under clause (A) of this sentence on the basis of an Architect’s Estimate showing an estimated repair time of more than sixty (60) days but not more than six (6) months with respect to a casualty occurring during the final year of the initial term or first extended term (if applicable) of this Lease but occurring prior to a valid exercise by Tenant of its option to extend the then-current term of this Lease, and if Tenant, within ten (10) days after receipt of written notice of Landlord’s election to terminate, validly exercises in writing any then-exercisable option of Tenant to extend the term of this Lease under Section 2.6 above, then Landlord’s election to terminate shall be void and of no force or effect and the rights and obligations of the parties shall be determined under this Article 13 without regard to such purported termination by Landlord. In addition, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore a similar termination right if the damage or destruction arises from a risk that is not required to be insured against (or and is not actually insured against) by Landlord under this Lease and if Landlord’s architect reasonably estimates that the uninsured cost to complete any restoration) during restore the last year portions of the Term or Premises for which Landlord is responsible to the condition required above would exceed five percent (5%) of any Option Period the then applicable replacement cost of the entire Premises, unless Tenant agrees in writing, within ten (10) days after being notified of Landlord’s exercise of its termination right, to bear the restoration costs in excess of such five percent (5%) limit and, if Tenant has delivered notice that it is reasonably requested by Landlord, agrees to provide security in an amount and on terms reasonably satisfactory to Landlord for Tenant’s performance of such payment obligation. If the circumstances creating a termination right under the preceding two sentences do not renewing the Term of this Agreement pursuant to Section 2.2 exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (1) Landlord, as to the Common Areas of the Center, as to the Premises as they existed prior to any construction or installation of Tenant has no more extension options Improvements or other fixtures or personal property by Tenant, and as to all Tenant Improvements constructed by Landlord pursuant to this AgreementLease and the Workletter, and (vi2) Landlord shall rebuild or reconstruct the Parking Facility Tenant, as to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a all Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty Improvements (30if any) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable constructed by Tenant pursuant to this Lease and the Workletter and as to all other alterations, additions, improvements, fixtures and personal property constructed or installed by Tenant, shall xxxxx. The abatement of commence and complete, with all due diligence and as promptly as is reasonably practicable under the rent shall conditions then existing, all such repair and restoration as may be required to return the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part affected portions of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damageCenter to a condition comparable to that existing immediately prior to the occurrence; provided, destructionhowever, that Tenant in its discretion may elect not to repair, restore or restorationreplace any or all of the items which would otherwise be Tenant’s responsibility under clause (2) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance.

Damage or Destruction. If, during the Term If all or any part of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct or any material portion of the Tenant’s and its invitees activities thereon, shall be balance of the Real Property is damaged or destroyed by fire or other casualty, and the damage can, in Landlord’s reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to repair the damage or destruction to and this Lease shall remain in full force and effect. If the Premises and Landlord shall rebuild or reconstruct the Parking Facility repairs cannot, in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to opinion, be made within the extent of the insurance proceeds received sixty (60)-day period, Landlord at its option exercised by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging written notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or any of Tenant’s employees, contractors, agents or invitees, (vb) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused date specified by Landlord during in the Term of this Agreement for a period of more notice, which date shall be not less than thirty (30) consecutive daysdays nor more than sixty (60) days after the date such notice is given, includingand this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, without limitationLandlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures, and other personal property, nor any above Building standard Alterations installed in the Premises by or at the request of Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the commencement of the Lease term), and no damage to any of the foregoing shall entitle Tenant to any abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such period during which Landlord is repairing items. All such repair and restoring the Parking Facility, the rental payable replacement of above Building standard Alterations by Tenant shall xxxxxbe constructed in accordance with Paragraph 9 above regarding Alterations. The abatement If the fire or other casualty damages the Premises or the common areas of the rent Real Property necessary for Tenant’s use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the exclusive remedy of extent to which the damage and repair prevents Tenant against Landlord in the event of a casualty involving from conducting, and Tenant does not conduct, its business at the Premises. A total destruction of the Building shall automatically terminate this Lease. In no event shall Tenant hereby waives all claims against Landlord for be entitled to any compensation or damage damages from Landlord for loss of use of the whole or any part of the Premises and/or or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, such destruction, repairrebuilding or restoration of the Premises, the Building or restorationaccess thereto, except for the rent abatement expressly provided above. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair and restore any personal property on damage thereto or replace the Premises belonging to same. Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the damage or destruction (or to complete any restoration) during the last year proceeds of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused insurance carried by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, relating to property damage. With respect to any such period during damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. IfIn the event (a) the Improvements are damaged by fire, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire explosion or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's the fire and extended coverage insurance policies, and Landlord’s obligation is limited policy required hereunder (an "INSURED CASUALTY") to the extent of fifty percent (50%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (iib) Landlord’s duty to repair and restore the Improvements are damaged by a casualty or occurrence other than an Insured Casualty, (c) such damage occurs at anytime within the last twelve (12) months of the Lease Term, or (d) the Premises shall not begin until receipt of the insurance proceedsor any portion thereof is damaged by fire, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair explosion or other casualty and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging cannot be repaired, rebuilt or restored to Tenant substantially the same condition, under any Legal Requirement or other governmental order or under any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation other agreement to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking Premises is unavailable to subject (a "PROHIBITED CASUALTY"), then in such event Landlord may terminate this Lease by giving Tenant for any reason caused by Landlord during the Term written notice of this Agreement for a period of more than termination within thirty (30) consecutive daysdays after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord's option to terminate this Lease, includinga Prohibited Casualty has not occurred, without limitationor Landlord does not elect to terminate this Lease, any Landlord shall promptly and with all due diligence repair and replace the damage to the Improvements to the condition that existed immediately preceding such period during which fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord is repairing and restoring to the Parking Facilitycondition existing immediately preceding such fire, the rental payable explosion or other casualty. All work by Tenant shall xxxxxcomply with the requirements and limitations imposed by Landlord. The abatement During any period of reconstruction or repair of the rent Premises, Tenant shall operate its business in the Premises to the extent practicable. Base Rent shall be abated during the exclusive remedy period of Tenant against Landlord in such repair and restoration to the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of extent the Premises and/or for any inconvenience is not tenantable. If such damage or annoyance occasioned destruction cannot be repaired or completed within one year after the date such damage or destruction occurred, Tenant shall have the right to terminate this Lease by any casualty and any resulting damage, destruction, repair, or restorationgiving notice to Landlord.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be substantially damaged or destroyed by fire or other casualty, or in the event that Mortgagee does not make sufficient proceeds of insurance available to Lessee to permit Lessee to rebuild and restore the Premises to a condition which permits the continued operation of the Hotel by Manager as contemplated by this Agreement, then Landlord Lessee or Manager, by written notice to the other party given within sixty (60) days after the occurrence of such event, shall have the right to terminate this Agreement on the basis that Lessee does not elect to rebuild or restore the Hotel, and neither party shall have any further obligation to the other party hereunder, except with respect to liability accruing, or based upon events occurring, prior to the effective date of such termination. Notwithstanding the foregoing, if Lessee terminates this Agreement due to fire or casualty as provided above, Lessee shall pay to Manager a termination fee equal to the average monthly amount of the total Management Fee, including Incentive fees paid or which would have been due or owed to Manager for the Hotel during the immediately preceding twelve (12) month period, multiplied by the lesser of either (i) thirty six (36), provided there are at least three (3) years remaining under the Term, or (ii) the total number of months remaining under the Term if there is less than three (3) years remaining under the Term. Manager shall not be entitled to retain all insurance proceeds payable by reason any such termination fee in the event Manager terminates as provided above. For the purposes hereof, the Hotel shall be deemed to have been substantially damaged if the estimated length of time required to restore the Hotel substantially to its condition and with respect character just prior to the occurrence of such casualty shall be in excess of one hundred eighty (180) days. If this Agreement shall not terminate in the event of damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Hotel, either because (i) the casualty must be insured under Landlord's insurance policiesdamage does not amount to substantial damage as described above, or (ii) notwithstanding substantial damage to the Hotel, neither party has elected to terminate this Agreement, Lessee shall elect to restore the Hotel, then Lessee shall proceed with all due diligence to commence and Landlord’s obligation is limited complete the restoration of the Hotel to its condition and character just prior to the occurrence of such casualty, but only to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty available to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLessee.

Damage or Destruction. 16.1 If, during the Term of this AgreementLease Term, the entire Parking Facility Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed from any cause, thereby rendering the Premises totally or partially inaccessible or unusable by fire or other casualtyTenant for its business, Landlord shall diligently (taking into account the time necessary to effectuate a reasonably satisfactory settlement with any insurance company involved) restore, replace and repair the Premises and the Building to substantially the same condition they were in prior to such damage; provided, however, if in the reasonable judgment of an independent architect selected by Landlord the repairs, replacement and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage, including the time needed for removal of debris, preparation of plans and issuance of all required governmental permits, then Landlord shall be entitled have the right, at its sole option, to retain all insurance proceeds payable terminate this Lease by reason giving written notice of and with respect termination to Tenant within sixty (60) days after the occurrence of such damage. If this Lease is terminated pursuant to the preceding sentence, all rent payable hereunder shall be equitably apportioned and paid to the date of the occurrence of such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdestruction, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) neither Landlord nor Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant further rights or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options remedies as against each other pursuant to this AgreementLease accruing after the date of termination. The judgment by Landlord's independent architect as to whether it will take more than or less than 270 days to complete the repairs, replacement and (vi) Landlord restoration shall rebuild or reconstruct the Parking Facility be subject to a configuration substantially equivalent review and challenge by an independent architect selected by Tenant, as follows. If Tenant wishes to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a challenge such determination, an independent architect selected by Tenant for any reason caused by Landlord during the Term of this Agreement for shall have a period of ten (10) business days following Tenant's receipt of written notice from Landlord of its determination in which to set forth its determination as to whether it will take more than thirty or less than 270 days to complete the repairs, replacement and restoration (30) consecutive dayswithout regard to any delay occasioned by such challenge). If Landlord's and Tenant's architects do not agree, includingthen such architects shall jointly appoint an independent architect who shall make a determination as to whether it will take more than or less than 270 days to complete the repairs, replacement and restoration (without limitationregard to any delay occasioned by Tenant's challenge), any and the determination of such period during which third architect shall be binding on both Landlord is repairing and restoring Tenant. Each party shall be responsible for its own architect's fees, and shall share jointly in the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement fees of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthird architect.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 4.9.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare damaged by fire, shall be damaged or destroyed by fire earthquake or other casualty, Tenant shall give immediate written notice (a “Casualty Notice”) thereof to Landlord. If Landlord estimates that the damage can be repaired in accordance with the then-existing Governmental Requirements within one hundred—twenty (120) Business Days after Landlord is notified by Tenant of such damage and if there are sufficient insurance proceeds available to repair such damage, then Landlord shall be entitled proceed with reasonable diligence to retain all insurance proceeds payable by reason of and with respect restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 120 Business Day period or destruction if there are insufficient insurance proceeds available to repair such damage, Landlord may elect in its absolute discretion to either: (a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue. If Landlord restores the Premises under this paragraph, then Landlord shall use commercially reasonable efforts to proceed toward completion of the restoration and (1) at Landlord’s option, the Lease Term shall be extended for the time required to complete such restoration, (2) Tenant shall pay to Landlord, upon demand, Tenant’s Pro Rata Share of any applicable deductible amount specified under Landlord’s insurance and (3) notwithstanding anything to the contrary contained herein, Landlord shall not be required to repair or restore any Specialty Tenant Improvements, Tenant Alterations (including Telecommunication Facilities), or any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage and was not owned by Landlord. In the case of damage to the Premises or the Building which is of a nature or extent that (a) such damage materially interferes with Tenant’s access to or use of a portion but not all of the Premises (such portion being referred to herein as the “Materially Affected Premises”), Base Rent and Additional Rent otherwise payable hereunder shall be abated by the percentage that the rentable area of the Materially Affected Premises bears to the total rentable area of the Premises, for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Materially Affected Premises and (ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, or (b) such damage materially interferes with Tenant’s access to or use of the entire Premises, all Base Rent and Additional Rent otherwise payable hereunder shall be abated for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (iii) the casualty must be insured under Landlord's insurance policies, date that Tenant uses any portion of the Premises for the conduct of its business. Except for the abatement of Base Rent and Landlord’s obligation is limited Additional Rent if and to the extent provided herein, Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the insurance proceeds received Premises and any other related losses or damages incurred by LandlordTenant during any reconstruction period. Notwithstanding the foregoing, if the Premises have not been restored to the condition required by Landlord hereunder on or before the date which is twelve (ii12) months after Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsCasualty Notice (which date in shall be extended one day for each day of delay caused by any act or omission of Tenant and for events of Force Majeure as contemplated in Paragraph 6.8 hereof), (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord then Tenant shall have no obligation the right to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is cancel this Lease upon not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more less than thirty (30) consecutive days, including, without limitation, any days prior written notice given to the Landlord within ten (10) Business Days after the expiration of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement (time being of the rent essence), provided such cancellation shall be the exclusive remedy of Tenant against Landlord void and this Lease shall continue in full force and effect in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part that substantial completion of the Premises and/or is achieved within such thirty (30) day period (which date shall be extended one day for any inconvenience or annoyance occasioned each day of delay caused by any casualty act or omission of Tenant and any resulting damage, destruction, repair, or restorationfor events of Force Majeure as contemplated in Paragraph 6.8 hereof).

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give prompt written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, subject to Section 1.3 and provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy. Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. IfIn the event of a fire or other casualty in the Premises, during Tenant shall immediately give Landlord notice thereof. Except as provided to the Term of this Agreementcontrary in Section 7.02 below, the entire Parking Facility or such portion thereof as shall render Landlord and Tenant agree that if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged are partially or totally destroyed by fire or other casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease, then the Landlord shall be entitled may, at its option, repair and restore the Premises, or Landlord may terminate this Lease without liability to retain all insurance proceeds payable by reason Tenant. In the event that Landlord does not elect to terminate this Lease as a result of and with respect to the such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdestruction, and Landlord’s obligation is limited to the extent of the insurance proceeds received by then Landlord, (ii) Landlord’s duty to at its expense, shall repair and restore the Premises shall not begin until receipt as soon as reasonably practicable to substantially the same condition as the Premises were immediately prior to the fire or casualty. Notwithstanding any of the insurance proceedsforegoing provisions to the contrary, (iii) Landlord’s lender(s) must permit in the insurance proceeds event the Premises or the Building are destroyed or damaged to the extent that repairs to be used for such repair and restoration, (iv) made by Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation in order to restore the damage Premises or destruction the Building to their original character and condition, as estimated by a responsible contractor selected by Landlord, cannot be substantially completed within one hundred eighty (or to complete any restoration180) during days from the last year date of the Term or casualty, Landlord shall forthwith give Tenant written notice of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementsuch estimate, and (vi) Tenant shall have the right to terminate this Lease without liability to Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring days after Tenant’s receipt of said notice from Landlord. In the Parking Facility, event the rental payable Premises are totally destroyed or so damaged by fire or other casualty that the Premises cannot reasonably be used by Tenant for the purposes herein provided Tenant shall xxxxxhave the right to terminate this Lease without liability to Landlord within thirty (30) days after such fire or casualty. The In the event the Premises are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease that the Premises cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then there shall be a total abatement of Rent from the rent date of casualty until substantial completion of the repair and restoration work to be performed by Landlord and Landlord has received a certificate of occupancy (with Tenant’s cooperation in completing the required application) and all other required governmental approvals; and this Lease shall continue in full force and effect for the balance of the Term. In the event the Premises are partially destroyed or damaged by fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then Rent shall be the exclusive remedy of Tenant against Landlord abated in the event of a casualty involving proportion which the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use approximate area of the whole or any damaged part bears to the total area in the Premises from the date of the Premises and/or casualty until substantial completion of the repair and restoration work to be performed by Landlord; and this Lease shall continue in full force and effect for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe balance of the Term.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 23.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any part thereof shall be damaged or destroyed rendered untenantable by fire or other casualtycasualty and if Tenant gives prompt Notice thereof to Landlord and this Lease is not terminated pursuant to any provision of this Article, Landlord, at Landlord's expense, shall perform Landlord's Restoration Work, subject to Legal Requirements then Landlord in effect, and Tenant, at Tenant's expense, shall perform Tenant's Restoration Work, with reasonable dispatch and continuity. The Base Rent and Additional Rent shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited equitably abated to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore that the Premises shall not begin until receipt of the insurance proceedshave been rendered untenantable, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord abatement shall have no obligation to repair and restore any personal property commence on the Premises belonging to Tenant or any date of Tenant’s employeessuch damage, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if provided Tenant has delivered notice that it is not renewing the Term given prompt Notice of this Agreement pursuant such damage to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLandlord, and (vi) Landlord shall rebuild or reconstruct continue until 20 days following the Parking Facility to a configuration substantially equivalent to that configuration which existed as of date the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysPremises shall no longer be untenantable or, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole Delay or any part delay in Tenant's performance of Tenant's Restoration Work, until the date the Premises would have been tenantable but for such Tenant Delay or other delay in Tenant's performance of Tenant's Restoration Work; provided, however, should Tenant occupy a portion of the Premises and/or for any inconvenience or annoyance occasioned the conduct of its business during the period the repair work is taking place and prior to the date the Premises are no longer untenantable, the Base Rent and Additional Rent allocable to such occupied portion, based upon the proportion which the occupied portion of the Premises bears to the total area of the Premises, shall be payable by any casualty and any resulting damage, destruction, repair, or restorationTenant from the date of such occupancy.

Damage or Destruction. If, during 22.1 In the Term event of this Agreement, the entire Parking Facility or such portion thereof as shall render any casualty damage which affects the Premises unsuitable for or the continued conduct Building outside the boundaries of the TenantPremises, Landlord will, within sixty (60) days following the date of the damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant and the Building and Common Areas operable as a first-class office building; such notice will be based upon the review and opinions of Landlord’s architect and its invitees activities thereoncontractor (“Landlord’s Repair Notice”). If the damage is covered under insurance pursuant to the provisions of the foregoing Paragraph 21 (or any other insurance Landlord may then be carrying), shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the restore such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsprovided that: (i) the casualty must insurance proceeds, plus the amount of any deductible (the payment of which shall be insured under Landlord's insurance policiesTenant’s responsibility), and Landlord’s obligation is limited are sufficient to the extent pay all of the insurance proceeds received by Landlord, cost of restoration without the necessity of Landlord paying any additional cost of such repairs; and (ii) in the reasonable judgment of Landlord’s duty to repair and restore , the Premises shall not begin until receipt restoration can be completed within two hundred seventy (270) days after the date of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during casualty under the last year laws and regulations of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant state, federal, county and municipal authorities having jurisdiction. If such conditions apply so as to Section 2.2 or if Tenant has no more extension options require Landlord to restore such damage pursuant to this AgreementParagraph, this Lease shall continue in full force and (vi) effect, subject to Tenant’s rights as described below, unless otherwise agreed to in writing by Landlord and Tenant. Tenant shall rebuild or reconstruct the Parking Facility be entitled to a configuration substantially equivalent to that configuration proportionate reduction of Monthly Basic Rent at all times during which existed as Tenant’s use of the Commencement Date. During Premises is interrupted, such proportionate reduction to be based on the period extent to which the damage and restoration efforts actually interfere with Tenant’s access to or use of business in the Premises (which Landlord expressly acknowledges may be a circumstance in which the Parking is unavailable Premises are not damaged but the Building Systems are substantially damaged so as to render the Premises unusable or inaccessible to Tenant). Tenant’s right to a Tenant for any reason caused by Landlord during the Term reduction of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, rent hereunder shall be Tenant’s sole and exclusive remedy in connection with any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. IfExcept as otherwise provided in this Lease, during in the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other casualtycasualty covered by Landlord's insurance, then such damage shall be repaired by and at the expense of Landlord and this Lease shall remain in full force and effect, except that Tenant shall be entitled to retain all insurance proceeds payable a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with Tenant's business. In the event such repairs cannot, in the reasonable opinion of Landlord, be substantially completed within sixty (60) days after the occurrence of such damage (without the payment of overtime or other premiums), Landlord may, at its option, exercisable by reason giving written notice to Tenant within thirty (30) days after the occurrence of and with respect to the damage or destruction to the Premises such damage, make such repairs within a reasonable time and Landlord shall rebuild proceed to make such repairs with reasonable dispatch. In such event, this Lease shall continue in full force and effect and the rent payable by Tenant hereunder shall be determined as provided in the first paragraph of this Article. In the event Landlord does not elect to repair the damage, as provided above, either Landlord or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject Tenant, by written notice given to the following terms and conditions: other within ten (i10) additional days, may terminate this Lease effective as of the casualty must be insured under date of the occurrence of such damage. In the event Landlord terminates this Lease pursuant to this Article, all proceeds of Landlord's insurance policies, shall belong to and become the sole property of Landlord’s obligation is limited . In the event of damage to or destruction of all or any portion of the Premises or Building to the extent of five percent (5%) or more of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore then insurable replacement value of the Premises shall or the Building, as applicable, from any cause not begin until receipt of the insurance proceedscovered by insurance, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving declaration of any governmental authority that the Premises. Tenant hereby waives all claims against Landlord Premises or the Building are unsafe or unfit for any compensation occupancy and would require repairs exceeding five percent (5%) or damage for loss of use more of the whole then insurable replacement value or the Building, Landlord shall have the right to terminate this Lease by written notice to Tenant given within thirty (30) days after the date of such damage, destruction or declaration. Upon the giving of any such notice, this Lease shall terminate. In the event of damage to or destruction or all or any part portion of the Premises and/or for or the Building to an extent less than five percent (5%) of the then insurable replacement value of the Premises or the Building, as applicable, from any inconvenience cause not covered by insurance, or annoyance occasioned in the event Landlord does not elect to terminate this lease in accordance with this paragraph, the Lease shall remain in full force and effect except that rent shall be proportionally reduced as provided above and the Premises shall be repaired and rebuilt by Landlord at Landlord's cost with reasonable dispatch; provided, however, Tenant shall bear the cost of all fixtures, equipment, furnishings, draperies and other items that were not contemplated by Exhibit D hereto. Notwithstanding anything to the contrary contained herein, in the event the Premises or the Building shall be damaged by fire or other casualty due to the negligent or willful acts of Tenant, its agents, With respect to any casualty and any resulting damage, destruction, damage which Landlord is obligated to repair or elects to repair, Tenant waives the provisions of Arizona Revised Statutes Section 33-343 (which Section deals with Tenant's right to termination in the event of damage to or restorationdestruction of the Premises). Landlord shall not be required under any circumstances to make any repairs to or replacements of any paneling, decoration, office fixtures, railings, ceilings or floor coverings, partitions or any other property installed in the Premises by Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extra-ordinary, foreseen or unforeseen, so long as no Event of Default has occurred and is continuing (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be entitled to retain all recovered by Landlord from property insurance, (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, utilizing such insurance proceeds payable by reason of and with respect to the such additional funds as may be required, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject configuration immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during destruction. All Restoration work shall be performed in accordance with the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Section 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any Legal Requirement to the contrary and agrees that the provisions of this Article VII shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Other Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for any compensation or damage for loss of use of administering the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationRestoration.

Damage or Destruction. If, during Within sixty (60) days after the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct date Landlord learns of the Tenant’s and its invitees activities thereonnecessity for repairs as a result of damage, Landlord shall notify Tenant ("DAMAGE REPAIR ESTIMATE") of Landlord's estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that repairs can be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If, however, the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. However, if Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as provided above, and Landlord’s obligation is limited to the extent of the insurance proceeds received by LandlordDamage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after being commenced, (ii) Landlord’s duty to repair and restore the Premises shall Tenant may elect, not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant's receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Project is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term and if the Damage Repair Estimate indicates that such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's employees, licensees, invitees or agents, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be entitled completed. Upon the occurrence of any damage to retain the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If the Damage Repair Estimate indicates that repairs cannot, in Landlord’s opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty insurance policies. However, if Landlord does not elect to repair terminate this Lease pursuant to Landlord’s termination right as provided above, and restore if the Premises shall Damage Repair Estimate indicates that repairs cannot begin until receipt be completed within one hundred eighty (180) days after being commenced and if such damage is not the result of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to negligence or willful misconduct of Tenant or any of Tenant’s employees, contractorslicensees, agents invitees or inviteesagents, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is may elect, not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Project is destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term and if such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s employees, licensees, invitees or agents, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other insured casualty, then Landlord and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be entitled to retain all insurance proceeds payable repaired by reason and at the expense of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty sole opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to repair and restore the part of the Premises which is unusable by Tenant in the conduct of its business; provided, however, if the damage is due to the negligence or willful act or omission of Tenant or its employees, agents, or invitees, there shall not begin until receipt be no abatement of Rent. If repairs cannot, in Landlord’s sole but reasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within 45 calendar days of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds date of occurrence of such damage as to be used for such repair and restoration, (iv) whether or not Landlord shall have no obligation elected to repair and restore any personal property on make such repairs. If Landlord elects not to make such repairs or if such repairs will require more than 180 days to complete, then either party may, by written notice to the Premises belonging other, terminate this Lease as of the date of the occurrence of such damage; provided, however, Tenant shall not have the right to terminate this Lease if the damage is due to the negligence or willful act or omission of Tenant or any of Tenant’s its employees, contractors, agents or invitees. If neither party elects to terminate this Lease and Landlord undertakes such repairs but such repairs are not completed within such 180-day period, Tenant may, by written notice to Landlord, terminate this Lease upon written notice to Landlord delivered not later than ten (v10) days after such 180-day period, which termination notice shall be effective unless Landlord completes such repairs within 15 calendar days of its receipt of Tenant’s notice. If insurance proceeds are insufficient or unavailable to repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant given not more than 45 days after the occurrence of the damage. Except as provided in this Paragraph 11, there shall have be no obligation abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to restore or with Tenant’s business or property arising from the damage making of any necessary repairs, or destruction (any alterations or improvements in or to complete any restoration) during the last year portion of the Term Building or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant Premises, or in or to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementfixtures, appurtenances, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused equipment therein necessitated by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 18.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire or other casualtycasualty thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner diligently (subject to the following terms and conditions: (i) the casualty must be insured under reasonable delays for insurance adjustment or other matters beyond Landlord's insurance policiesreasonable control and subject to all other terms of this Article 18), and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises (excluding tenant improvements) and the Building to substantially the same condition they were in prior to such damage or destruction, except for (a) modifications required by Laws, (b) modifications required by the holder of any Mortgage, and (c) any modifications to the common areas of the Building deemed desirable by Landlord provided access to the Premises shall not begin until receipt be materially impaired. Further, and notwithstanding anything to the contrary set forth in this Article 18, Landlord may elect to terminate this Lease by delivering notice to Tenant if one or more of the insurance proceedsfollowing conditions is present: (i) in Landlord's reasonable judgment, repairs and restoration cannot be completed within one hundred eighty (iii180) Landlord’s lender(s) must permit days after the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on occurrence of the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the subject damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and specifications, and issuance of all approvals and permits required by governmental or quasi-governmental authorities having jurisdiction), when such repairs are made without the payment of overtime or other premiums; (ii) the cost to complete repair the subject damage exceeds twenty-five percent (25%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed; (iii) the holder of any restorationMortgage fails or refuses to make the insurance proceeds available for repair and restoration of the subject damage or destruction, or any underling lessor of the Building or the Land shall terminate its lease; (iv) the costs to repair the subject damage is not fully covered, except for deductible amounts, by insurance policies carried by Landlord; (v) the Premises and/or the Building is damaged or destroyed to any substantial extent during the last year twenty-four (24) months of the Term Lease Term; or (vi) any applicable Law does not permit repair or restoration of the subject damage. In the event Landlord's so elects to terminate this Lease, (1) this Lease shall terminate as of the date set forth in Landlord's notice delivered to Tenant, (2) Tenant shall pay the Base Rent, Tenant's Proportionate Share of Real Estate Taxes and any Option Period if Tenant has delivered notice that it is not renewing the Term other amounts due hereunder, apportioned up to such date of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementdamage, and (vi3) Landlord and Tenant shall rebuild thereafter be freed and discharged of all further obligations hereunder, except as provided in provisions of this Lease which by their terms survive the expiration or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as earlier termination of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLease Term.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the later of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and (if applicable) Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Landlord’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Agent of Tenant, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord act or omission of Tenant or any Agent of Tenant, then Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and pay Landlord’s obligation deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received had Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is limited required to the extent of restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereonBuilding is damaged by fire, vandalism, malicious mischief or any other occurrence, unless this Lease shall be damaged or destroyed by fire or other casualtyterminated as hereinafter provided, then Landlord shall diligently proceed to repair or restore the basic Building Shell and all improvements required to be entitled to retain all insurance proceeds payable or actually insured by reason of and with respect Landlord to the damage condition in which they existed immediately prior to such destruction or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdamage, and Landlord’s obligation is limited to the extent of the available insurance proceeds received plus deductibles (or, if Landlord fails to maintain insurance then to the extent that insurance plus deductibles would have been available had Landlord maintained the required insurance), and subject to delays which may arise by reason of adjustment of loss under insurance policies and delays beyond the reasonable control of Landlord. Tenant shall fully and completely repair or replace any damage to improvements installed by Tenant and any damage to trade fixtures, (ii) Landlord’s duty to repair and restore furniture or equipment. If the Premises are rendered entirely or partially untenantable, the Base Rent shall be reduced by the percentage equal to the percentage of the area of the Premises which is rendered unusable until the Landlord's repairs are completed unless the damage resulted from the actions or omissions of Tenant, Tenant's employees or agents, in which case there shall be no such abatement. If the damage to the Premises or the Building is so extensive that Landlord reasonably estimates that it cannot be repaired within 270 days of the date of damage, Landlord shall so notify Tenant and either party may terminate this Lease within fifteen (15) days after the giving of such notice (provided that if the damage is due to the activities of Tenant, Tenant shall not begin until receipt be entitled to terminate unless the damage cannot be repaired within 360 days of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year date of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Datedamage). During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in In the event of a casualty involving such termination Base Rent and other charges shall be adjusted to the date of such damage and Tenant shall thereupon promptly vacate the Premises. Tenant hereby waives all claims against Landlord , the Lease shall terminate and neither party shall have any liability to the other under this Lease for any compensation or damage for loss of use of obligations arising after the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtermination.

Damage or Destruction. If(a) If the Premises or any portion thereof are destroyed by storm, during fire, lightning, earthquake or other casualty (collectively, "Casualty"), Tenant shall immediately notify Landlord. In the Term event more than twenty percent (20%) of the useable area of the Premises is rendered untenantable as a result of the Casualty, or in the event that it will not be possible for Tenant to fully repair and restore the Premises prior to the expiration of the term of this AgreementLease, Tenant shall have the entire Parking Facility right within thirty (30) days following the Casualty, to terminate this Lease, in which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or assigned to Landlord, and all rent and other sums payable by Tenant hereunder shall be accounted for as between Landlord and Tenant as of the effective date of termination. Tenant shall execute and deliver such portion thereof further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. In the event Tenant is not permitted to terminate this Lease as a result of the Casualty, or elects not to terminate this Lease within such 30-day period, then Tenant shall render be entitled to receive all insurance proceeds paid or payable as a result of the Casualty (to the extent necessary for restoration), and Tenant shall promptly restore the Premises unsuitable for to the continued conduct condition it was in immediately prior to the Casualty or to such other condition as may be approved by Landlord, regardless of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then amount of such insurance proceeds payable as a result of the Casualty. Landlord shall be entitled to retain all receive any insurance proceeds paid or payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent excess of the insurance proceeds received by Landlord, (ii) Landlord’s duty amount necessary to repair and restore the Premises shall to the condition existing immediately prior to the Effective Date or otherwise approved by Landlord. Provided Tenant has maintained rent loss insurance as required hereunder, and provided the insurance company providing same does not begin until receipt of the assert any defense to Landlord's claim for such rent insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no Tenant's obligation to repair and restore any personal property on pay Base Rent shall xxxxx until the Premises belonging has been repaired, restored, rebuilt, reconstructed or replaced, as required herein, in proportion to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or which is unusable by Tenant; provided, however, that Tenant shall be responsible for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationdeductible related to such rent insurance.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility building or such portion thereof as shall render other improvements upon the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then Landlord shall cause the damage to the physical structure of the building (excluding any tenant improvements or alterations therein) to be entitled to retain all insurance proceeds payable repaired or replaced without unreasonable delay; provided, however, if by reason of and with respect such casualty, Landlord, in its reasonable estimation, determines that the amount of time required to repair the damage using due diligence is in excess of 270 days (as measured from the issuance of the applicable building permits necessary for reconstruction), then either party shall have the right to terminate this Lease by giving written notice of termination to the other party hereto within thirty (30) days after the date of casualty; provided, however, in the event that the casualty giving rise to an election to terminate is caused by the negligence, misconduct or acts or omissions of Tenant or Tenant's invitees, Tenant shall have no right to terminate this Lease. Except as specifically set forth herein, in no event shall any such damage cause the abatement or destruction rebate in the Rent then due or thereafter becoming due under the terms hereof. Notwithstanding the other provisions of this Section, in the event that there should be a casualty loss to the Premises and during the last two (2) years of the Term, Landlord shall rebuild or reconstruct may, at its option, terminate this Lease by giving written notice thereof to Tenant within thirty (30) days after the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) date of the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent Rent shall xxxxx as of the insurance proceeds received by Landlorddate of such notice. Except as provided herein, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to rebuild or repair in case of fire or other casualty, and restore no termination under this Section shall affect any personal property on rights of Landlord or Tenant hereunder arising from the Premises belonging 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 to Tenant the contrary, in no event shall Landlord be required to expend more funds in connection with repair or restoration than the amount received by Landlord from the proceeds of any of Tenant’s employeesinsurance policies maintained by Landlord. Further, contractors, agents or invitees, (v) Landlord shall have no obligation duty to restore the damage restore, repair, replace or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event that any lender of Landlord should require that insurance proceeds received as a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use result of the whole fire or any part other casualty be applied to payment of the Premises and/or for any inconvenience or annoyance occasioned by any casualty mortgage debt, and, in such event, Landlord and any resulting damage, destruction, repair, or restorationTenant shall each have the right to terminate this Lease immediately.

Damage or Destruction. If, during Section 7.1. (a) If the Term of this Agreement, the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (ii) this Lease shall be entitled to retain all insurance proceeds payable by reason of unaffected thereby and with respect to the shall continue in full force and effect, and (iii) Tenant shall, at Tenant's sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the Premises and Landlord "Restoration") by restoring the Property to its condition immediately prior to such damage, or destruction. All Restoration Work shall rebuild or reconstruct be performed in accordance with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Sections 5.4 and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant's cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount equal to two and one-half percent (2 1/2 %) of the cost of the Restoration Work from Tenant to compensate Landlord for any compensation or damage for loss of use of administering the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationRestoration.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility Leased Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are damaged or destroyed by fire or other insured casualty, then Landlord the insurance proceeds shall be entitled to retain all insurance proceeds payable made available therefor by reason the holder or holders of any Mortgage covering the Building and with respect to the damage or destruction to shall be repaired by and at the Premises and expense of Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the such insurance proceeds received by Landlordavailable therefor, (ii) provided such repairs can, in Landlord’s duty reasonable opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Notwithstanding the foregoing, in the event that as a condition to repair obtaining construction or permanent financing, and restore notwithstanding the Premises reasonable commercial efforts of Landlord to provide otherwise, the holder of any first priority Mortgage requires that such Mortgage (or its related documents governing such loan) govern the disposition of insurance proceeds in the event of an fire or insured casualty, Tenant shall not begin until receipt acknowledge in an SNDA (defined below) that such Mortgage (or its related documents governing such loan) shall control such disposition instead of this Lease. Until such repairs are completed, the Rent shall be abated in proportion to the part of the insurance proceedsLeased Premises which is unusable by Tenant in the conduct of its business; provided, (iii) however, if the damage is due to a material default by Tenant under this Lease or the gross negligence of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s lender(sreasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within thirty (30) must permit calendar days of the insurance proceeds date of occurrence of such damage as to be used for such repair and restoration, (iv) whether or not Landlord shall have no obligation elected to repair and restore any personal property on make such repairs. If Landlord elects not to make such repairs which cannot be completed within 180 calendar days, then either party may, by written notice to the Premises belonging other, terminate this Lease effective as of the date of the occurrence of such damage; provided, however, Tenant shall not have the right to terminate this Lease if the damage is due to a material default by Tenant under this Lease or the gross negligence of Tenant or any of Tenant’s its employees, contractors, agents or invitees, (v) . If Landlord shall have no obligation has maintained the insurance required to restore the damage be maintained by Landlord under this Lease and insurance proceeds are insufficient or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a repair the damage, Landlord may, at its sole option, terminate this Lease by written notice to Tenant for any reason caused by Landlord during the Term of this Agreement for a period of given not more than thirty (30) consecutive daysdays after the occurrence of the damage. Except as provided in this Section 11, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant there shall xxxxx. The be no abatement of Rent and no liability of Landlord by reason of any injury, inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from the rent shall be the exclusive remedy making of Tenant against Landlord any necessary repairs, or any alterations or improvements in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for or to any compensation or damage for loss of use portion of the whole Building or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairLeased Premises, or restorationin or to fixtures, appurtenances, and equipment therein, in each event to the extent necessitated by such damage.

Damage or Destruction. If, during Notwithstanding anything to the Term contrary contained in Article 9 of this AgreementLease, OWNER shall not be required to repair or rebuild the entire Parking Facility demised premises and may terminate this Lease if fifty percent or such portion thereof as shall render the Premises unsuitable for the continued conduct more of the Tenant’s and its invitees activities thereon, shall be building of which the demised premises is a part are damaged or destroyed by any fire or other casualtycasualty (whether or not the demised premises were damaged thereby), then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the or if such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) occurs during the last year of the Term term of this Lease, upon thirty days prior notice given within ninety days after such fire or other casualty, or, if later, within thirty days after the date on which the adjustment of the claims relating thereto. The date specified by OWNER for termination shall be not later than sixty days after the giving of OWNER’s notice of termination. The exercise of OWNER’s rights as provided herein shall not create in TENANT any Option Period right or obligation to repair or rebuild the demised premises. Further, nothing contained in Article 9 shall be deemed to require OWNER, as a part of its restoration obligations thereunder, to restore or rebuild any portion of the building except such structural portions of the demised premises and a roof therefor, together with electrical, water and sewer main service to a single point of connection at the demised premises or at a point on the floor on which the demised premises is located, and TENANT shall be responsible, at its sole cost and expense, to make all other leasehold improvements as may be necessary to complete the demised premises and recommence TENANT’s business operations. Anything contained in this Lease to the contrary notwithstanding, if Tenant has delivered notice that it the demised premises shall be so damaged that: (i) Owner’s architect estimates the same cannot be repaired to the condition required within nine (9) months following the date of casualty (Owner shall promptly advise TENANT in writing of such determination) or if Owner shall have elected to repair and Owner’s repair work is not renewing completed within one (1) year following the Term date of casualty then, in either of such events, Tenant may, within ten (10) days after receiving notice of (i) or the occurrence of (ii), terminate this Lease by giving Owner a notice in writing of such decision, and thereupon the term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease shall expire by lapse of time upon the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Owner. If any material casualty occurs during the last twelve (vi12) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as months of the Commencement Date. During term, OWNER and TENANT may each elect to terminate this Lease by notice given to the period other party within sixty (60) days of such casualty, in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of event this Agreement for a period of more than Lease shall terminate thirty (30) consecutive days, including, without limitation, any days after the giving of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility Hotel or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed at any time or times during the Operating Term by fire fire, casualty or any other casualtycause, then Landlord shall be entitled to retain all insurance proceeds payable by reason of Owner, at its own cost and expense and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner due diligence, but subject to the following terms applicable provisions of the Credit Agreement and conditions: any Succeeding Financing, shall undertake a Casualty Restoration that will restore the Hotel to substantially the condition it was in immediately prior to such damage or destruction. Notwithstanding the foregoing, if the Hotel is damaged or destroyed to such an extent that the cost of the Casualty Restoration as reasonably estimated by Owner exceeds thirty percent (i30%) of the casualty must be insured under Landlord's insurance policiesreplacement cost of the Hotel (excluding land, excavations, footings and foundations) or if the Casualty Restoration will take longer than one hundred eighty (180) days to complete, Owner shall notify Manager of such fact within ninety (90) days after the occurrence of such damage or destruction, and Landlord’s obligation is limited Manager may terminate this Contract by notice to the extent of Owner. If Owner determines that the insurance proceeds received by Landlordavailable to undertake a Casualty Restoration are not sufficient (when added to the amount of any applicable deductibles) to complete the Casualty Restoration, (ii) Landlord’s duty to repair and restore that Owner therefore will either demolish the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (Hotel in its entirety or to complete any restoration) during cease utilizing the last year of the Term or of any Option Period if Tenant has delivered building as a hotel, Owner may terminate this Contract by notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementManager, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than either case given within thirty (30) consecutive daysdays after Owner's receipt from the insurance company of the insurance company's determination as to the availability and sufficiency of insurance proceeds. Owner shall diligently pursue the determination and recovery of insurance proceeds with respect to such damage or destruction. If neither Party gives such notice within the respective time periods provided above, includingthis Contract shall remain in full force and effect and Owner shall be obligated to restore the Hotel in accordance with this Section 7.1, without limitationprovided that if at any time Manager subsequently reasonably believes that the Casualty Restoration will not be completed within the time period originally set forth by Owner, Manager may terminate this Contract by notice to Owner. If this Contract is terminated by Owner pursuant to the preceding sentence and Owner determines at any time within three (3) years after the date of such termination to either rebuild the Hotel or recommence utilizing the building as a hotel, then Manager may reinstate this Contract by notice to Owner given within ninety (90) days after receipt by Manager of notice from Owner that Owner has elected to undertake a Casualty Restoration and has commenced the same; provided, however, that if Owner fails to give such notice, then Manager may reinstate this Contract by notice to Owner given at any time prior to the later of (i) completion of the Casualty Restoration and the full reopening of the Hotel, and (ii) ninety (90) days after Manager becomes aware of the Casualty Restoration. If Owner gives the notice to Manager provided for in the preceding sentence and Manager elects to reinstate this Contract within the ninety (90) day period during which Landlord above provided for, Owner shall thereupon become obligated to complete the Casualty Restoration with due diligence. If this Contract is repairing terminated and restoring the Parking Facilitythen reinstated pursuant to this Section 7.1, the rental payable by Tenant shall xxxxx. The abatement remaining term of this Contract upon the rent effective date of its reinstatement shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use term that was remaining under this Contract as of the whole or date of its earlier termination. If there shall be any part dispute between Owner and Manager as to whether Owner's estimate of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damagecost of restoration, destruction, repairthe full replacement cost of the Hotel, or restorationthe estimated time for repair or restoration is reasonable under the circumstances, the said dispute shall be submitted to arbitration conducted in accordance with the provisions of Section 10.

Damage or Destruction. If, during In the Term of this Agreement, event the entire Parking Facility Project or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire fire, explosion or other casualty, then Landlord except as otherwise provided below in this Article 7, Tenant shall be entitled repair, restore or rebuild with due diligence the damaged portion of the Project. Said damage and destruction shall not affect in any way the obligation of Tenant to retain all insurance proceeds payable by reason pay Rent or release Tenant of and with respect to or from any obligation imposed on Tenant under this Lease. Tenant shall commence the repair, restoration or rebuilding of the Project as soon as is reasonably practicable after such damage or destruction occurs and shall complete such repair, restoration or rebuilding as promptly as is reasonably possible in order to comply with its obligations under the ESA, and shall in the course thereof comply with the terms of the Development Agreement and with Section 5.2 hereof, provided that Tenant may make such revisions and changes to the Premises and Landlord shall rebuild or reconstruct Tenant's Work as Tenant deems appropriate under the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under circumstances, after obtaining Landlord's prior approval, which shall not be unreasonably withheld or delayed, to such revisions and changes; provided, however, that any such changes are made in accordance with the terms of the Development Agreement during the term thereof. In the event that the net proceeds of insurance policiespayable in respect of such casualty is not sufficient to fully restore the damaged portion of the Project (and provided that such shortfall is not attributable to any failure by Tenant to maintain the property / casualty insurance coverage required by this Lease), such that Tenant shall have to provide additional funds in order to comply with its obligations under this Article 7, then the "Investment in Northwind Facilities" under the ESA shall be increased by the amount of such additional funds in excess of net proceeds of insurance and Landlord’s 's obligation is limited to pay the extent Contract Capacity Charge under the ESA during the balance of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period term thereof then in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent effect shall be the exclusive remedy of Tenant against Landlord modified in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationaccordance therewith.

Damage or Destruction. If, during the Term If a "material" part (as hereinafter defined) of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be any Shopping Center is damaged or destroyed by fire or other casualty, then Landlord the Sellers shall be entitled to retain all insurance proceeds payable by reason notify the Purchaser of and with respect such fact. Notwithstanding anything set forth in this Agreement to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: contrary, if (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Purchaser does not elect to terminate this Agreement as to the extent of the insurance proceeds received by Landlorddamaged Shopping Center as provided in Section 14.1, (ii) Landlord’s duty the Purchaser elects to terminate this Agreement as to the damaged Shopping Center but such election is ineffective because the Seller which owns the damaged Shopping Center elects to repair or restore such damage and restore completes such repair or restoration within the Premises shall not begin until receipt of the insurance proceeds30-day period provided in Section 14.4.1, or (iii) Landlord’s lender(sthere is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) must permit of the Shopping Center, the Purchaser shall close title as provided in this Agreement and, at the Closing, the Seller which owns the damaged Shopping Center shall, unless such Seller has repaired or restored such damage or destruction in a manner consistent with the structural condition of the Shopping Center as currently constructed prior to the Closing, (x) pay over to the Purchaser the proceeds of any insurance collected by such Seller less the amount of all costs incurred by such Seller in connection with the repair or restoration of such damage or destruction, (y) assign and transfer to the Purchaser all right, title and interest of such Seller in and to any uncollected insurance proceeds which such Seller may be entitled to be used for receive from such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any rent insurance), and (z) the Purchase Price for the Shopping Center that is the subject of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent casualty shall be reduced by an amount equal to the exclusive remedy sum of Tenant against Landlord in (1) the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. IfTenant shall give Landlord immediate (from the time that Tenant becomes, during the Term or should have with reasonable diligence become, aware of this Agreement, the entire Parking Facility or such same) written notice if any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Property is damaged or destroyed by fire fire, casualty, or other casualtycause (“Casualty”). Tenant shall appear in any proceeding or action to defend, then Landlord negotiate, prosecute, or adjust any claim for any insurance payment on account of any Casualty and shall take all appropriate action in connection with any such Casualty. No settlement of any such proceeding or action made by Tenant without Landlord’s prior written consent will be binding on Landlord’s interest as named insured or loss payee (as the case may be) under the applicable policy. In the event of a Casualty, whether partial or total, and whether or not such Casualty is covered by insurance, Tenant shall repair, restore, and rebuild the Property to substantially the same or better condition as existed immediately prior to such Casualty, all in accordance with Legal Requirements. Tenant shall be entitled solely responsible for and shall pay the balance, if any, of the costs to retain so restore the Property. As between Tenant and a Leasehold Mortgagee, all insurance proceeds payable to Tenant pursuant to this Article XIII shall be disbursed by reason Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. However, if a Casualty occurs prior to the Completion of Construction and there is still outstanding Construction Financing, then with respect to the damage or destruction such Casualty, insurance proceeds, in an amount satisfactory to the Premises Tenant and Landlord Landlord, shall rebuild or reconstruct the Parking Facility be set aside in a commercially reasonable and efficient manner subject an amount sufficient to the following terms and conditions: (i) raze the casualty must be insured under Landlord's insurance policiesImprovements on the Property (including the removal of all foundations, and Landlord’s obligation is limited to the extent of the insurance proceeds received if elected by Landlord, and shoring to support any excavated subgrade development), level, clear, clean, and otherwise put the Land in good order and in a safe condition, landscape the Property in a manner reasonably required by Landlord (to include at a minimum sod or such other basic ground cover as Landlord may require), and leave all such landscaped areas in a neat and safe condition or (ii) Landlord’s duty to repair and restore pay for rebuilding. For the Premises shall not begin until receipt avoidance of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilitydoubt, the rental payable by Tenant immediately preceding sentence shall xxxxx. The abatement no longer be applicable after Completion of Construction of applicable New Improvements and after the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationConstruction Financing has been fully paid.

Damage or Destruction. (a) If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct after expiration of the Tenant’s and its invitees activities thereonDue Diligence Period but prior to Closing, there shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the occur any uninsured damage or destruction to the Premises ProDerty in excess of twenty percent (20'-.) , by value, of Sundial, Seaside Inn or Sanibel Inn, taken individually, or that would require longer than three hundred sixty-five (365) days to repair, CapStar shall have the option, in its sole judgment and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: discretion, (i) to terminate this Agreement, or (ii) to proceed with Closing without any adjustment in the casualty must be insured under Landlord's Purchase Price, in which event, at Closing, Sellers shall transfer and assign to CapStar all of Sellers' right, title and interest in and to all proceeds from all insurance policies, and Landlord’s obligation is limited policies owned by Sellers with respect to the extent Purchased Assets for such damage or destruction, provided that any existing mortgagees having approval or similar rights relating to application of insurance proceeds have agreed that the insurance proceeds received by Landlordmay he transferred and assigned to CapStar. If CapStar elects to proceed with Closing, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt and, as of the insurance proceedsClosing Date, (iii) Landlord’s lender(s) must permit the existing mortga ees have no . t agreed that the insurance proceeds may be transferred and assigned to CaDStar, then, in such event, the insurance proceeds shall be used for such repair trans'Lerred and restoration, (iv) Landlord shall have no obligation assigned by Sellers to repair and restore any personal property on the Premises belonging Ca-oStar as soon as practicable after Closing. If CapStar elects to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to terminate this Agreement, and CapStar shall give written notice thereof to Sellers on or before the earlier to occur of (viA) Landlord ten (10) days after CapStar shall rebuild have received written notice of such damage or reconstruct destruction, or (B) the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Closing Date. During the period in If CapStar does not give such notice within such time, CapStar shall he conclusively deemed to have elected to @roceed with Closing, and shall not have any further right to terminate this Agreement as a result of such damage or destruction. Upon any te=ination o'L this Agreement under this Section 10.2(a), all rights and obligations of Sellers and CapStar hereunder (except those rights and obligations set forth herein which the Parking is unavailable to expressly survive a Tenant for any reason caused by Landlord during the Term te=ination of this Agreement for a period of more than thirty (30Agreement) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationte=inate immediately.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord act or omission of Tenant or any Agent, then Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility demised premises or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall promptly repair all such damage and restore the demised premises without expense to Tenant, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Landlord's Control. If such damage or destruction shall render the premises untenable in whole or in part, the rent shall be entitled abated in proportion to retain all insurance proceeds payable the loss of usage of the demised premises by reason of Tenant until the damage shall be repaired and with respect to the premises restored. If the damage or destruction shall be so extensive as to require the expenditure of fifty (50%) percent or more of the replacement cost of the building or buildings on the demised premises, Landlord may elect to terminate this Lease by written notice to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other given within thirty (30) consecutive days, including, without limitation, any days after the occurrence of such period during which damage or destruction if Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement not commence reconstruction of the rent premises within sixty (60) days after the loss, Tenant may give Landlord notice of its intent to terminate the Lease, and if Landlord shall be the exclusive remedy not commence such reconstruction within fifteen (15) days after receipt of Tenant's notice, Tenant against may terminate this Lease. Landlord in the event of a casualty involving the Premises. and Tenant hereby release each other from responsibility for loss or damage occurring on or to the leased premises or the premises of which they are a part or to the contents of either thereof, caused fire or other hazards actually covered by the fire and extended coverage insurance policy Tenant is required to provide under Section 5 above, and each waives all claims rights or recovery against Landlord the other for any compensation such loss or damage for loss of use damage. Willful misconduct lawfully attributable to either party, whether in whole or in part a contributing cause of the whole casualty giving rise to the loss or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationshall not be excused under the foregoing release and waiver.

Damage or Destruction. If, during In the Term event that the whole or a substantial part of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then then, within forty-five (45) days after the date that Landlord receives notice of such fire or other casualty, Landlord shall provide written notice to Tenant as to whether Landlord intends to repair or rebuild and the estimated time period for the completion thereof. In the event that Landlord’s notice provides that the repairs to the Premises shall require more than one hundred eighty (180) days to complete, then Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord within thirty days (30) after receipt of Landlord’s notice. In the event that Landlord elects to repair or rebuild (and Tenant does not have the right to, or has elected not to, terminate this Lease in accordance with the foregoing sentence), Landlord shall thereupon cause the damage (excepting, however, Tenant’s furniture, fixtures, equipment and other personal property in, and all alterations and improvements performed by Tenant to, the Premises, which shall be entitled Tenant’s responsibility to retain all insurance proceeds payable restore) to be repaired with reasonable speed, subject to delays, which may arise by reason of adjustment of loss under insurance policies and with respect to for delays beyond the reasonable control of Landlord. In the event the damage or destruction to the Premises and shall be so extensive that Landlord shall rebuild decide not to repair or reconstruct rebuild, or if any mortgagee, having the Parking Facility in a commercially reasonable and efficient manner subject right to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdo so, and Landlord’s obligation is limited to the extent of shall direct that the insurance proceeds received by are to be applied to reduce the mortgage debt rather than to the repair of such damage, this Lease shall, at the option of Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed terminated effective as of the Commencement Datedate of casualty. During To the period in which extent and for the Parking is unavailable to a Tenant for any reason caused by Landlord during time that the Term Premises are rendered untenantable on account of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilityfire or other casualty, the rental payable by Tenant Base Rent and Additional Expenses shall proportionately xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during In the Term of this Agreement, event that the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Property should be damaged or totally destroyed by fire, tornado or other casualty or in the event the Property should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days after the date of such damage, either Landlord or Tenant may, at its option, by written notice to the other, given not more than thirty (30) days after the date of such fire or other casualty, terminate this Lease; in such event, the rent shall be abated during the unexpired portion hereof effective with the date of such fire or other casualty. In the event the Property should be damaged by fire, tornado or other casualty covered by Landlord's insurance, but only to such extent that rebuilding or repairs can be completed within ninety (90) days after the date of such damage, or if the damage should be more serious, but neither Landlord or Tenant elects to terminate this Lease, then Landlord shall, within forty-five (45) days after the date of such damage, commence to rebuild or repair the Property and shall proceed with reasonable diligence to restore the Property to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to rebuild, repair or replace any part of the furniture, equipment, fixtures and other improvements which may have been placed by Tenant or others within the Property, and in any event Landlord's obligation to repair shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent proceeds of insurance are available for such purpose. Landlord shall, unless such damage is the result of any negligence or willful misconduct of Tenant or Tenant's employees or invitees, allow Tenant a fair diminution of rent during the time that the Property is unfit for occupancy. Notwithstanding any of the foregoing, in the event any mortgagee, under a deed of trust, security agreement or mortgage on the Property, should require that the insurance proceeds received of insurance policies carried by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to Landlord be used for such repair and restorationto retire the mortgage debt, (iv) Landlord shall have no obligation to repair rebuild and restore any personal property on this Lease shall terminate upon notice to Tenant. Any insurance which is required to be carried by Landlord or Tenant under the Premises belonging terms of this Lease against loss or damage to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord the Property shall have no obligation to restore be for the damage or destruction (or to complete any restoration) during the last year sole benefit of the Term or of any Option Period if Tenant has delivered notice that it is not renewing Landlord and under its sole control. Notwithstanding anything to the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementcontrary contained herein, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Landlord

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is totally or partially damaged or destroyed by fire or other insured casualty, or if the Building is damaged or destroyed by fire or other insured casualty such that Tenant is deprived of reasonable access to the Premises, then, in either such event, but subject to the provisions of this Article XVII, Landlord shall diligently repair and restore such damaged or destroyed portions of the base building work in the Premises, and/or such portions of the base building work in the Common Areas of the Building as are necessary to restore reasonable access to the Premises, to substantially the same condition the same were in prior to such damage or destruction; provided, however, that if in Landlord’s judgment such repair and restoration cannot be completed within one hundred eighty (180) days from the date of such damage or destruction (taking into account, among other factors, the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans, and issuance of all required governmental permits), then Landlord shall be entitled have the right to retain all insurance proceeds payable terminate this Lease by reason giving Tenant written notice of and with respect to termination within sixty (60) days after the occurrence of such damage or destruction to the Premises and Landlord destruction, which notice shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than effective thirty (30) consecutive daysdays after the date thereof. If this Lease is terminated pursuant to this Article XVII, then Base Rent and any recurring items of Additional Rent which are determined on a per square foot basis shall be apportioned (based on the portion of the Premises which is rendered unusable as a direct result of such damage or destruction) and paid to the date of termination. If this Lease is not so terminated by Landlord, then until Landlord’s repair and restoration of the Premises is substantially complete (or would have been complete but for any delay(s) caused by Tenant or Tenant’s Agents), Tenant shall only be required to pay Base Rent and any recurring items of Additional Rent which are determined on a per square foot basis for the portion of the Premises that is usable while such repair and restoration is being made. After receipt of all insurance proceeds, Landlord shall proceed with such repair and restoration of the Premises and the Building. However, Landlord shall not be required to repair or restore any Alterations or any other improvements or contents of the Premises (including, without limitation, any such period during which Landlord is repairing Tenant’s trade fixtures and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother personal property).

Damage or Destruction. If, during prior to the Term Closing Date, A "MATERIAL" part (as hereinafter defined) of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then Landlord Seller shall be entitled to retain all insurance proceeds payable by reason promptly notify Purchaser of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiessuch fact and, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordexcept as hereinafter provided, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Purchaser shall have no obligation the option to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant upon notice to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more Seller given not later than thirty (30) consecutive days, including, without limitation, any such period during which Landlord days after receipt of Seller's notice. If this Agreement is repairing and restoring the Parking Facilityso terminated, the rental payable by Tenant provisions of Section 15(c) shall xxxxxapply. The abatement If (i) Purchaser does not elect to terminate this Agreement, or (ii) there is damage to or destruction of an "IMMATERIAL" part ("IMMATERIAL" is herein deemed to be any damage or destruction which is not "MATERIAL", as such term is hereinafter defined) of the rent shall Premises, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (x) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs reasonably incurred by Seller in connection with the repair of such damage or destruction, (y) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to receive as a result of such damage or destruction, and (z) pay over to Purchaser the exclusive remedy amount of Tenant against Landlord in the event of a casualty involving the Premisesany applicable deductible. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any A "MATERIAL" part of the Premises and/or shall be deemed to have been damaged or destroyed if the cost of repair or replacement shall be $1,500,000 or more as reasonably estimated by an independent third-party reasonably acceptable to Purchaser, or if after repairs the casualty materially adversely affects access to the Premises. During the period from the Effective Date through the Closing Date, (i) Seller shall maintain the same casualty and liability insurance policies (or insurance policies providing coverage which is at least as favorable) with respect to the Premises that are in place as of the Effective Date, as disclosed by Seller to Purchaser and (ii) provided that Purchaser does not have the right to terminate this Agreement for such damage or destruction, Seller shall not settle any insurance claim for any inconvenience damage or annoyance occasioned by destruction to any casualty and any resulting damage, destruction, repair, or restorationmaterial part of the Premises.

Damage or Destruction. IfIn the event that the premises are damaged to such an extent as to render the same untenantable in whole or in a substantial part thereof or are destroyed so as to render the premises untenantable for the stated purposes, during it shall be optional with the Term Landlord or Tenant to terminate this Lease. After the happening of this Agreementany such contingency, the entire Parking Facility Tenant shall give the Landlord or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) agent immediate written notice thereof. Landlord shall have no obligation more than 30 days after date of such notification to notify the Tenant in writing of Landlord's intentions to repair or rebuild said premises, or the part so damaged as aforesaid, and restore any personal property on the Premises belonging if Landlord elects to Tenant repair or any of Tenant’s employeesrebuild said premises, contractors, agents or invitees, (v) Landlord shall have no obligation to restore prosecute the damage work of such repairing or destruction (or to complete any restoration) rebuilding without unnecessary delay and during such period, the last year rent of said premises shall be abated in the same ratio that the portion of the Term or premises rendered for the time being unfit for occupancy shall bear to the whole of any Option Period if Tenant has delivered the leased premises. If the Landlord shall fail to give notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementaforesaid, and (vi) if the remises have been rendered untenantable in whole or in substantial part, Tenant shall have the right to declare this lease terminated by written notice served upon the Landlord shall rebuild or reconstruct Landlord's agent. In the Parking Facility to a configuration substantially equivalent to that configuration which existed as of event the Commencement Date. During the period building in which the Parking is unavailable premises hereby leased are located shall be damaged (even though the premises hereby leased shall not be damaged thereby) to a Tenant for any reason caused by Landlord during such an extent that in the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement opinion of the rent Landlord it shall not be practicable to repair or rebuilt, or is destroyed, then it shall be optional with the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premisesto terminate this Lease by written notice served within 30 days after such damage or destruction. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of If the whole or any part of the Premises and/or demised premises shall be acquired or condemned by Eminent Domain for any inconvenience public or annoyance occasioned by quasi-public use or purpose, then and in that event, the term of the lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any casualty and any resulting damage, destruction, repair, or restorationunexpired term of said lease.

Damage or Destruction. IfIn the event the Premises or any Portion thereof shall be partially or wholly destroyed or damaged by fire or other casualty to the extent of less than fifty percent (50%) of the total value of the Premises as a whole, during then Landlord shall promptly restore or replace the Term Premises to the condition existing prior to such damage or destruction; provided such damage and/or destruction is covered in whole by insurance then in effect (or, if not so covered, provided that Tenant provides satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises), and this AgreementLease shall continue in full force and effect. Tenant may xxxxx rent to the extent that the premises are not useable. Such restoration shall be commenced Promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of said restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the entire Parking Facility extent that Landlord’s mortgagee requires some or all of the insurance proceeds to be applied to Landlord’s mortgage indebtedness, then in such event, Landlord shall have the Option to either (i) contribute said amount of the cost of restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord’s mortgagee. Notwithstanding the foregoing, to the extent the unavailability or shortfall of insurance proceeds results from Landlord’s failure to maintain the insurance it is required to maintain hereunder, Landlord shall contribute money in an amount equal to the proceeds which would have been available. In the event the Premises or any portion thereof as shall render be destroyed or damaged by fire or other casualty to the extent of fifty percent (50%) or more of the total value of the Premises, then Landlord shall have the option, with Tenant’s consent, which may not be unreasonably withheld, to either rebuild or replace the Premises unsuitable for or not rebuild or replace the continued conduct of Premises. If Landlord with the Tenant’s consent, which may be unreasonably withheld elects to rebuild or replace the Premises then this Lease shall remain in full force and its invitees activities thereoneffect, and Landlord shall commence said rebuilding or replacement immediately following the exercise of such option and shall proceed with the same with reasonable diligence to completion. Rent shall be equitably reduced until restoration of the Premises is completed. If Landlord, with Tenant’s consent, which may not be unreasonably withheld, elects not to rebuild or replace the premises, then this Lease shall terminate upon the exercise of such option by Landlord. Landlord shall notify Tenant in writing of the election to rebuild or replace or not to rebuild or replace the Premises and obtain Tenant’s consent, which may not be unreasonably withheld, to same within sixty (60) days following the event causing the damage to or destruction of the Premises. Landlord shall have the sole and exclusive right of determining the manner in which any insurance proceeds shall be applied as a result of any fire or other casualty. Notwithstanding to the contrary contained herein, if the Premises leased by the Tenant are more than fifty percent (50%) destroyed the Tenant shall have the option to either xxxxx their rent until the Premises are restored or cancel this lease. If the Premises are partially or wholly destroyed or damaged or destroyed by fire or other casualty, then an architect selected by the Landlord and licensed in the State of Wisconsin shall be entitled to retain all insurance proceeds payable by reason determine the extent of and with respect to the damage or destruction to the Premises and will provide Landlord shall rebuild or reconstruct the Parking Facility in with a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent written determination of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt condition of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, demised premises shall be partially damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to cause without the damage fault or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any neglect of Tenant’s , Tenant's agents, servants, employees, contractors, agents visitors or inviteeslicensees, (v) Landlord the damages shall have no obligation to restore be repaired by and at the damage or destruction (or to complete any restoration) during the last year expense of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLandlord, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent until such repairs shall be made shall be apportioned according to the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or demised premises which is tenantable or used by Tenant. If such partial damage is due to the fault or neglect of Tenant or Tenant's agents, servants, employees, contractors, visitors or licensees, there shall be no apportionment or abatement of rent, and Tenant shall, at its sole cost, promptly restore the demised premises to their original condition. No liability shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of Landlord, for reasonable delay on account of "labor troubles," or any inconvenience other cause beyond Landlord's control. If more than twenty-five percent (25%) of the rentable area of the demised premises is damaged to the extent that Tenant cannot occupy such portion of the rentable area of the demised premises or annoyance occasioned such rentable area is rendered wholly untenantable in Landlord's reasonable judgment by any casualty and any resulting damage, destruction, repairfire or other cause, or restorationif the Building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, then in any of such events either party may elect to cancel this lease by providing written notice thereof to the other party within ninety (90) days after the occurrence of such fire or other cause, and thereupon the term of this lease shall expire by lapse of time upon the third day after such notice is given, and Tenant shall vacate the demised premises and surrender the same to Landlord. However, if such damage is without the fault or neglect of Tenant, Tenant's agents, servants, employees, contractors, visitors or licensees and if the lease is not cancelled pursuant to the terms hereof then rent under this lease shall be apportioned according to the part of the demised premises which is tenantable or used by Tenant until the restoration is complete.

Damage or Destruction. If15.1 Landlord and Tenant acknowledge that, during pursuant to Section 19.03.093 (as the Term of this Agreementsame may be amended from time to time and together with any successor section, the entire Parking Facility or such portion thereof "Use Section") of the Zoning Ordinance of the City of Commerce, California (as shall render the same may be amended from time to time and together with any successor ordinance, the "Zoning Ordinance"), if the Premises unsuitable for are "destroyed" (as such term is used in the continued conduct Use Ordinance) and not replaced within a specified period of time, the use of the Tenant’s and its invitees activities thereonPremises for office purposes could cease to be a permitted nonconforming use ("Permitted Use Termination") under the Zoning Ordinance. If the Premises, shall be or any part thereof, is damaged or destroyed by fire or other casualtycasualty during the term of this Lease and neither Landlord nor its Lender reasonably determine that such damage is of such nature and or/magnitude that, under all of the circumstances, there is a material risk that a Permitted Use Termination could result pursuant to the Use Section, then Tenant shall restore the Premises, and insurance proceeds shall be made available to Tenant therefor, pursuant to Section 15.2 hereof. If the Premises, or any part thereof, is damaged by fire or other casualty during the term of this Lease and Landlord or its Lender determine, in their reasonable judgment, that such damage is of such nature and/or magnitude that, under all of the circumstances, there is a material risk that a Permitted Use Termination could result pursuant to the Use Section, then Tenant shall diligently seek to obtain "reasonably satisfactory assurances" (as hereinafter defined) that the Premises' permitted office use pursuant to the Zoning Ordinance will continue after restoration of the Premises. If Tenant does obtain "reasonably satisfactory assurances" within sixty (60) days after the casualty event, then Tenant shall restore the Premises, and insurance proceeds shall be made available to Tenant therefor, pursuant to Section 15.2 hereof. If Tenant does not obtain "reasonably satisfactory assurances" within sixty (60) days after the casualty event, then Landlord shall be entitled have the right to retain all elect, by giving Tenant written notice of such election within one hundred five (105) days after the casualty event, to either: (a) continue the Lease in effect, in which case Tenant shall restore the Premises, and insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesmade available therefore, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 15.2 hereof; or if (b) terminate the Lease and reconvey the Premises to Tenant has no more extension options "as is." If Landlord elects, pursuant to this Agreementsubsection (b) of the preceding sentence, and to reconvey the Premises to Tenant (vi) a "Landlord Put"), then Landlord shall rebuild or reconstruct deliver to Tenant a grant deed and a bill of sale conveying the Parking Facility to a configuration substantially equivalent to that configuration which existed as Premises, an assigranent of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for Contracts and Permits and an assigranent of any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.unpaid

Damage or Destruction. If, during Tenant shall give Landlord immediate notice of any damage to the Term Premises. Subject to the provisions of Section 9 of this AgreementLease, the entire Parking Facility or such portion thereof as shall render if the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, Building shall be damaged to such an extent that there is substantial interference for a period exceeding 180 consecutive days with the conduct by Tenant of its business at the Premises, Tenant, at any time prior to commencement of repair of the Building and following 10 days' notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, the roof of the Building, utility systems outside the Building and the Common Areas. Tenant's termination rights under Section 9 of this Lease shall not apply if the damage to the Premises or destroyed the Building is the result of any act or omission of Tenant or of any of Tenant's agents, employees, customers, invitees or contractors (collectively, "Tenant Acts"). Any damage resulting from a Tenant Act shall be promptly repaired by Tenant. Landlord, at its option, may at Tenant's expense repair any damage caused by Tenant Acts. Tenant shall continue to pay all Rent and other sums due hereunder and shall be liable to Landlord for all damages that Landlord may sustain resulting from a Tenant Act. Notwithstanding the foregoing: (a) Landlord shall have the right, at Landlord's sole option, to be exercised by giving notice thereof to Tenant on or before that date which is 60 days after the occurrence of any damage to the Building due to fire or other casualty, then to terminate this Lease as of the date of such damage if Landlord shall determine, in Landlord's sole but reasonable judgment, that all or substantially all of the Building shall have been damaged as a result of such fire or other casualty; and (b) Except if the holder of any Mortgage (as defined in Section 15.11 of this Lease) shall require that the proceeds of insurance be entitled applied to retain the repayment of the indebtedness secured by the Mortgage rather than to the restoration of the Property, Landlord shall use all insurance proceeds payable received by reason Landlord as a result of and the occurrence of a fire or other casualty with respect to the damage or destruction to Building for the Premises and Landlord shall rebuild or reconstruct restoration of the Parking Facility Building in a commercially reasonable timely and efficient manner subject to diligent manner. Nothing set forth in the following preceding terms and conditions: (i) the casualty must conditions of Section 9 of this Lease shall be insured under Landlord's insurance policies, and Landlord’s obligation is limited construed to the extent of the obligate Landlord to utilize any funds other than insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt Landlord as a result of the insurance proceeds, (iii) Landlord’s lender(s) must permit occurrence of a fire or other casualty with respect to the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore Building in connection with any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year restoration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused Building undertaken by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLandlord.

Damage or Destruction. If, during Tenant shall give prompt notice to Landlord in case of any fire or other damage to the Term of this Agreement, Leased Premises. If (a) the entire Parking Facility Leased Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, building shall be damaged by fire or destroyed other occurrence to the extent of more than twenty-five percent (25%) of the cost of replacement thereof, or (b) the Leased Premises or building shall be damaged by fire or other occurrence and either the loss shall not be covered by Landlord’s insurance or the net insurance proceeds (after deducting all expenses in connection with obtaining same) shall, by reasonable anticipation, be insufficient to pay for the repair or restoration work to be done by Landlord, or (c) the Leased Premises shall be damaged by fire or other occurrence to the extent of more than ten percent (10% ) of the cost of replacement thereof during the last year of the Term, then in any such event, Landlord may terminate this Lease by written notice given within thirty (30) days after such event, and upon the date specified in such notice, which shall not be less than (30) days not more than sixty (60) days after the giving of said notice, this Lease shall terminate and all Base Rent and Additional Rent Charges shall be paid up to the date of such termination. If this Lease shall not be terminated after damage by fire or other casualty, then Landlord Base Rent and Additional Rent Charges shall xxxxx in proportion to the floor area in which Tenant shall be entitled unable to retain all insurance proceeds payable by reason of and with respect put to the damage uses contemplated hereby, unless such fire or destruction to other casualty resulted from the Premises gross negligence or willful misconduct of Tenant, its agents, employees or contractors, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesshall, and Landlord’s obligation is limited to the extent promptly after receipt of the insurance proceeds received by Landlordfor such damage and subject to applicable governmental restrictions, (ii) Landlord’s duty to repair and restore proceed with the Premises shall not begin until receipt restoration of the insurance proceeds, (iii) Landlord’s lender(s) must permit Leased Premises to substantially the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period condition in which the Parking is unavailable same existed prior to a Tenant the damage with such changes as Landlord may desire to make, except for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysTenant’s leasehold improvements, includingtrade fixtures, without limitationfurniture, any such period during which Landlord is repairing furnishings, removable floor coverings, equipment, signs and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy all other property of Tenant against Landlord and decoration in and around the event of a casualty involving the Leased Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other by another casualty, then Landlord rent shall be entitled to retain all insurance proceeds payable by reason abate frox xxx date of and with respect such destruction in proportion to the damage or destruction to area of that portion of the Premises which, in the reasonable opinion of the Landlord, is thereby rendered unfit for the purposes of the Tenant until the Premises are repaired and rebuilt and the Landlord shall agrees that it will with reasonable diligence repair and rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Premises. The Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair rebuild and restore the Premises shall not begin until receipt include the obligation to rebuild, restore, replace or repair any chattel, fixture, leasehold improvement, installation, addition or partition in respect of which the Tenant is to maintain insurance under Article 8(u), or any other thing that is the property of the insurance proceedsTenant (in this clause collectively called "Tenant's Improvements"); the Premises shall be deemed restored and rebuilt and fit for the Tenant's purposes when the Landlord's Architect certifies that they have been substantially restored and rebuilt to the point where the Tenant could occupy them for the purpose of rebuilding, (iii) Landlord’s lender(s) must permit restoring, replacing or repairing the insurance proceeds to be used for such repair and restoration, (iv) Tenant's Improvements; the issuance of the certificate shall not relieve the Landlord shall have no of its obligation to repair complete the rebuilding and restore any personal property on restoration as aforesaid, but the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year forthwith after issuance of the Term or of any Option Period if Tenant has delivered notice that it is not renewing certificate proceed to rebuild, restore, replace and repair the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementTenant's Improvements, and (vithe provisions of Article 8(m) Landlord shall rebuild or reconstruct the Parking Facility apply to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive dayssuch work, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationmutatis mutandis.

Damage or Destruction. If, during If a "material" part (as hereinafter defined) of any Property (or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Yonkers Property) is damaged or destroyed by fire or other casualty, then Landlord Seller shall notify Purchaser of such fact and, except as hereinafter provided, Purchaser shall have the option to exclude such Property (or Ground Lease) from the Group A Portfolio upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. In the event a Property (or Ground Lease) is excluded as aforesaid, such excluded Property (or Ground Lease) shall not be subject to the provisions of Section 9 hereof, and (a) the Purchase Price shall be reduced by the allocation for such Property (or Ground Lease) in Section 2.1(b), (b) the portion of the Downpayment allocable to such Property (or Ground Lease) shall be reallocated equally among the remaining portion of the Group A Portfolio, (c) the balance of the Group A Portfolio shall be otherwise unaffected, and (d) Seller shall be free to sell such Excluded Property to any third party, without any claim by or liability to Purchaser. If (x) Purchaser does not elect to exclude such Property (or Ground Lease), or (y) there is damage to or destruction of an "immaterial" part ("immaterial" is herein deemed to be any damage or destruction which is not "material", as such term is hereinafter defined) of any Property (or the Yonkers Property), Purchaser shall close title as provided in this Agreement and, at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing, (A) pay over to Purchaser the proceeds of any insurance collected by Seller less the amount of all costs incurred by Seller in connection with the repair of such damage or destruction, (B) credit Purchaser at Closing with the amount of any deductible under the policy for the applicable Property (or Yonkers Property), and (C) assign and transfer to Purchaser all right, title and interest of Seller in and to any uncollected insurance proceeds which Seller may be entitled to retain all insurance proceeds payable by reason of and with respect to the receive from such damage or destruction destruction. A "material" part of a Property (or Yonkers Property) shall be deemed to have been damaged or destroyed if the Premises and Landlord cost of repair or replacement, as reasonably estimated by Seller, shall rebuild or reconstruct exceed the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: greater of (ia) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent two percent (2%) of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt Purchase Price of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction Property (or to complete any restorationGround Lease) during the last year of the Term set forth in Section 2.1(b); or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vib) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration$250,000.00.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's reasonable opinion, be completed within 240 days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums. Until such repairs are completed, rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the negligence or willful misconduct of Tenant, its employees or agents, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of improvements within the Premises by reason Landlord exceeds the amount of and with respect insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within 240 days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, either Landlord or Tenant may elect to terminate this Lease by notifying the other party in writing of such termination within sixty (60) days after Landlord notifies Tenant of its determination that such repair cannot be made within the 240-day period, such notice to include a termination date which is sixty (60) days after the date of such notice (without affecting Tenant's rights, if any, to xxxxx rent). If neither Landlord nor Tenant elects to terminate this Lease pursuant to the damage preceding sentence, Landlord shall make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or destruction to other casualty or cause, whether or not the Premises are affected, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last eighteen (18) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) either Tenant or Landlord shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant's furniture, furnishings, trade fixtures and restore any personal property on the Premises belonging to equipment, Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the any proceeds of insurance relating to property damage. With respect to any damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such 12.01 If any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Demised Premises is damaged or destroyed by fire or other casualtycause during the term of this Lease, then Landlord Tenant shall promptly give notice thereof to Landlord, and Tenant shall, except as otherwise provided herein, be entitled obligated to retain all repair, replace and rebuild (collectively, "Repair") the same, notwithstanding the sufficiency or availability of insurance proceeds payable and, if the insurance proceeds received by reason of and Tenant with respect to the any such damage or destruction of the Demised Premises are not sufficient to Repair the Demised Premises (or damaged portion thereof), then Tenant will be required to most the deficiency with the Trustee and Landlord such amounts shall rebuild or reconstruct be disbursed for reconstruction purposes pursuant to Section 12.02 hereof. In connection therewith, the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must Demised Premises shall be insured under Landlord's insurance policies, and Landlord’s obligation is limited restored at least to the extent of the value, and as nearly as possible to the character and size dimensions (e.g., square footage) of the property involved, as it was immediately before the loss, to the extent permissible by applicable zoning regulations. Notwithstanding the foregoing, in the event of any such damage or destruction which affects more than twenty five (25%) percent of the Demised Premises and which shall take place at any time during the five (5) year period immediately preceding the Expiration Date of this Lease, and, if Tenant shall then be in compliance with the insurance requirements of Section 11.01 hereof and shall not have taken or failed to take any action which results in its insurance carrier being entitled to and in fact disclaiming liability for the loss in question, then Tenant may elect not to commence or otherwise complete the Repair of the damaged or destroyed portion of the Demised Premises and, in such event, Tenant's sole obligation to Landlord will be to deliver the Demised Premises to Landlord, together with an assignment of Tenant's right to receive any insurance proceeds received by Landlord, (ii) Landlord’s duty in respect of such damage or destruction to repair and restore the Premises shall not begin until receipt all or any portion of the insurance proceeds, (iii) Landlord’s lender(s) must permit the Demised Premises and any insurance proceeds to be used for such repair in Tenant's possession and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any received in respect of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or in question, net of any Option Period and all sums theretofore expended by Tenant, if any, in connection with the Repair of such condition, in which event, this Lease shall be deemed terminated and of no further force and effect. Any Repairs performed by Tenant has delivered notice that it is not renewing the Term of in connection with this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementArticle 12 shall be done in a first class workmanlike manner, and (vi) Landlord shall rebuild or reconstruct in accordance with the Parking Facility to a configuration substantially equivalent to that configuration which existed as provisions of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationArticle 6 hereof.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of improvements within the Premises by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If repairs cannot, in Landlord’s opinion, be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make them in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and the damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. Finally, if the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, either Landlord or Tenant shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within sixty (60) days after such party learns of the necessity for repairs as the result of such damage. For purposes of the preceding sentence, the circumstances under which the Project will be deemed to be damaged to a substantial extent will include, without limitation any damage or destruction which either (a) for a period sixty (60) days renders more than twenty percent (20%) of the Premises unusable for Tenant’s business uses or (b) for a period of sixty (60) days results in Tenant being unable to operate its business in the Premises. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of and any injury to or interference with respect to the Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall rebuild not be obligated to repair any damage thereto or reconstruct replace the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiessame, and Landlord’s obligation is limited except to the extent of the insurance proceeds received by Landlord, (ii) claims arising from Landlord’s duty intentional misconduct or gross negligence (subject to repair the terms of Section 14(c) above). Except for proceeds relating to Tenant’s furniture, furnishings, trade fixtures and restore the Premises shall not begin until receipt of the insurance proceedsequipment, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant acknowledges that Tenant shall have no obligation right to repair and restore any personal proceeds of insurance relating to property on the Premises belonging damage. With respect to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. IfIn the event of a fire or other casualty in the Premises, during Tenant shall promptly give Landlord notice thereof. Except as provided to the Term of this Agreementcontrary in Section 9.02 below, the entire Parking Facility or such portion thereof as shall render Landlord and Tenant agree that if the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged Building are partially or totally destroyed by fire or other casualtycasualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease, then the Landlord shall be entitled to retain all insurance proceeds payable by reason of may, at its sole option and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdiscretion, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises Premises, or Landlord may terminate this Lease without liability to Tenant. In the event that Landlord does not elect to terminate this Lease as a result of such damage or destruction, then Landlord, at its expense, shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging Building and the Premises, as soon as reasonably practicable, to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore substantially the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which same condition as existed as of the Commencement Date. During Notwithstanding any of the period foregoing provisions to the contrary, in which the Parking is unavailable event the Premises or the Building are destroyed or damaged to a Tenant for any reason caused the extent that the repairs to be made by Landlord during in order to restore the Term Premises or the Building to the character and condition existing as of the Commencement Date, as estimated by a responsible contractor selected by Landlord, cannot be Substantially Completed within one hundred eighty (180) days from the date of the casualty, Landlord shall forthwith give Tenant written notice of such estimate, and Tenant shall have the right to terminate this Agreement for a period of more than Lease, without liability to Landlord, within thirty (30) consecutive days, including, without limitation, any such period during which days after Tenant’s receipt of said notice from Landlord. In the event the Premises are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord is repairing and restoring under the Parking Facility, terms of this Lease that the rental payable Premises cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then there shall xxxxx. The be a total abatement of Rent from the rent date of casualty until Substantial Completion of the repair and restoration work to be performed by Landlord and Landlord has received a certificate of occupancy (with Tenant’s cooperation in completing the required application) and all other required governmental approvals, and this Lease shall continue in full force and effect for the balance of the Term. In the event the Premises are partially destroyed or damaged by fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, then Rent shall be the exclusive remedy of Tenant against Landlord abated in the event of a casualty involving proportion which the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use approximate area of the whole or any damaged part bears to the total area in the Premises from the date of the Premises and/or casualty until Substantial Completion of the repair and restoration work to be performed by Landlord, and this Lease shall continue in full force and effect for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe balance of the Term.

Damage or Destruction. IfSeller will maintain property insurance sufficient to protect the interests of Seller and Purchaser through Closing on a replacement cost basis. In the event of any damage to or destruction of the Property prior to the Closing, during Seller will promptly notify Purchaser thereof. If the Term cost to repair the damage (as reasonably determined by Seller) is Two Million Dollars ($2,000,000.00) or less, then the Closing will nevertheless occur as otherwise provided for in Section 6 of this Agreement, except that upon the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct consummation of the Tenant’s and its invitees activities thereonClosing, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled Seller will assign to retain Purchaser all insurance proceeds paid or payable to Seller in connection with such occurrences and Seller will pay to Purchaser the amount of any deductible or co-insurance, which assigned proceeds and other amount payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty Seller must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty sufficient to repair and or restore the Premises Property to its condition prior to such damage. Any insurance relating to Seller’s equipment or loss of business shall not begin until receipt remain the property of the insurance proceedsSeller. Seller will, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restorationhowever, (iv) Landlord shall have no obligation to repair such damage or destruction. If the cost to repair such damage (as reasonably determined by Seller) exceeds Two Million Dollars ($2,000,000.00), then within ten (10) Business Days after Seller's delivery of notice to Purchaser of such occurrence and of the existence of insurance coverage for such loss, Purchaser will deliver written notice to Seller, electing either to: (a) proceed with this transaction and the Closing in accordance with this Agreement notwithstanding such damage or destruction and Seller will assign to Purchaser upon the Closing all insurance proceeds paid or payable to Seller in connection with such occurrence, and Seller will pay to Purchaser the amount of any deductible or co-insurance, which assigned proceeds and other amount payable by Seller must be sufficient to repair or restore the Property to its condition prior to such damage or (b) terminate this Agreement. If Purchaser elects to terminate this Agreement and Purchaser is not then in default of the terms of this Agreement, then the Xxxxxxx Money will be delivered to Purchaser and neither party will thereafter have any personal property further obligation, responsibility or liability to the other under this Agreement (except as may be otherwise expressly provided in this Agreement), provided, however, that if Purchaser is then in default of the terms of this Agreement and such default has caused Seller, or will cause Seller, to suffer actual damages solely as a result of either (i) physical damage to the Property caused by Purchaser, or (ii) a lien on the Premises belonging Property due to Tenant Purchaser’s inspection activities thereon, then the Title Company will continue to hold the Xxxxxxx Money in escrow until such time as Seller and Purchaser notify the Title Company by joint written instructions as to the manner in which and to whom the Xxxxxxx Money shall be disbursed. Purchaser's failure to deliver either such notice to Seller within such ten (10) Business Day period shall constitute Purchaser's election to proceed to Closing under clause (a). If Purchaser elects to proceed with the transaction contemplated under this Agreement and the Closing, then upon the consummation of the Closing, Seller will assign to Purchaser all insurance proceeds paid or payable to Seller in connection with such occurrence and Seller will pay to Purchaser the amount of any deductible or co-insurance; provided that (i) Seller shall retain all such proceeds relating to the Excluded Personal Property or Seller's loss of Tenant’s employees, contractors, agents or invitees, business and (vii) Landlord shall Seller will have no obligation to restore the repair such damage or destruction (or to complete any restoration) during the last year destruction. Risk of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation loss or damage for loss to the Property shall rest with Seller until the time of use delivery of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpossession.

Damage or Destruction. a. If, during prior to the Term of this AgreementDefeasance Date, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Continental Special Facilities shall be damaged or partially or totally destroyed by fire fire, flood, windstorm, or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) there shall be no abatement or reduction in the casualty must Bond Rent payable by Airline; (ii) respecting that area of the Continental Special Facilities which remains usable, there shall be insured under Landlordno abatement or reduction in the Basic Rent payable by Airline; and (iii) respecting that area of the Continental Special Facilities which is rendered unusable due to such damage or destruction, Airline shall pay, in lieu of Basic Rent during the period of time that said area remains unusable, an amount equal to the GARB debt service component of such Basic Rent, provided, however, that Airline's obligation to make such payment described in this subsection (iii) shall be offset (notwithstanding any other provision hereof) by any proceeds from business interruption insurance policiesthat City may receive as a consequence of such damage or destruction. Upon such damage or destruction, Airline shall restore and Landlord’s obligation is limited replace to the extent physically possible that damaged or destroyed portion of the 1997 Concourse Expansion; provided, however, that Airline's obligation to restore and replace shall be limited to applicable insurance proceeds received as a consequence of the damage or destruction. To accomplish such restoration and replacement: (A) Airline agrees to use therefor the applicable insurance proceeds (as supplemented by any other funds which may be secured by City) it may receive as a consequence of such damage or destruction; (B) City agrees to assign to Airline all its rights to applicable insurance proceeds it may receive as a consequence of such damage or destruction within 30 days of receipt thereof; and (C) Airline agrees to apply such assigned insurance proceeds to such restoration and replacement; provided, however, that if all insurance proceeds (as supplemented by any other funds which may be secured by City) available for such restoration and replacement are insufficient or restoration and replacement are otherwise not feasible: (x) that portion of the insurance proceeds received allocable to the Continental Special Facilities shall be applied to the payment of Bond Service Charges by Landlord, depositing such net proceeds with the Trustee for deposit in the Bond Fund and application in accordance with the Indenture; and (iiy) Landlord’s duty to repair and restore the Premises shall not begin until receipt that portion of the insurance proceeds, (iii) Landlord’s lender(s) must permit proceeds allocable to the GARB Improvements shall be applied to the payment of debt service charges on the GARBs by depositing such proceeds with the GARB Trustee for application in accordance with the GARB Indenture. To the extent that the insurance proceeds exceed the costs of restoration and replacement, that portion allocable to the Continental Special Facilities shall be used for such repair applied to the payment of Bond Service Charges as described above, and restoration, (iv) Landlord that portion allocable to the GARB Improvements shall have no obligation be applied to repair and restore any personal property the payment of debt service charges on the Premises belonging to Tenant or any GARBs as described above. If the applicable insurance proceeds received as a consequence of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the above-described damage or destruction are insufficient to accomplish the restoration and replacement of the damaged or destroyed property, but such proceeds together with the amount of any deductibles under applicable insurance policies would be sufficient for the purpose, that party to this Agreement which is then carrying the applicable insurance (or both parties if both are then carrying such insurance) shall be obligated to complete any restoration) during contribute to the last year of restoration or replacement an amount equal to the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term applicable policy's deductible; and such contributions shall be treated as insurance proceeds for purposes of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration10.03.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received common areas deemed desirable by Landlord, (ii) Landlordprovided access to the Premises, Tenant’s duty to repair parking rights under this Lease and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas, or applicable part thereof, necessary to Tenant’s use or occupancy or the conduct of Tenant’s business, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises, or applicable part thereof are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided further, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, (v) Landlord such abatement shall have no obligation occur only to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused extent rental abatement insurance proceeds are received by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLandlord.

Damage or Destruction. If, during the Term of this Agreementprior to Closing, the entire Parking Facility all or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Property is damaged or destroyed by fire fire, earthquake or other casualtycasualty (other than any of the foregoing caused by Purchaser or its agents), Seller shall promptly notify Purchaser of such fact and if such damage or destruction is "Material" (as defined below), then Landlord Purchaser shall have the option to terminate this Agreement (as to both Properties only) upon notice to Seller given not later than five (5) business days after receipt of Seller's written notice. If (a) Purchaser does not elect to terminate this Agreement with respect to a Material casualty within such five (5) business day period, or (b) there is damage to or destruction of a Property that is not Material, then (i) Purchaser shall close escrow as provided in this Agreement and at the Closing, Seller shall, unless Seller has repaired such damage or destruction prior to the Closing (which repairs shall be subject to Purchaser's reasonable approval), assign and turn over to Purchaser, and Purchaser shall be entitled to retain receive and keep, all right, title and interest of Seller in and to any uncollected insurance proceeds (including rent loss insurance for the period after Closing) which Seller may be entitled to receive as a result of such damage or destruction, (ii) Purchaser shall receive, as a credit against the Purchase Price, an amount equal to the deductible amount, if any, with respect to such insurance proceeds, (unless Seller has repaired such damage or destruction prior to the Closing), (iii) Seller shall deliver to Purchaser at closing all insurance proceeds payable theretofore received by reason Seller and not expended toward the repair of the Property, including rent loss insurance for the period after Closing, and with respect (iv) Purchaser shall have the right to participate in the adjustment of any insurance claim which may occur prior to Closing. For purposes hereof, "Material" damage to or destruction of the Property shall mean damage or destruction to the Premises and Landlord shall rebuild all or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent any portion of the Property that is either uninsured or insured, the cost of repair or replacement related to which exceeds Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), as applicable, as reasonably estimated by an independent insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore claims adjuster doing business in the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period county in which the Parking affected Property is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive dayslocated, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent claims adjuster shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty reasonably satisfactory to Seller and any resulting damage, destruction, repair, or restorationPurchaser.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 12.1 If (i) the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualtycasualty for which insurance coverage is available to Landlord, (h) insurance proceeds in an amount sufficient to repair such casualty are made available to Landlord and (iii) in Landlord's judgment such repairs can be completed within one hundred eighty (180) days after the date of such damage, then Landlord shall repair such damage and this Lease shall remain in full force and effect except that Tenant shall be entitled to retain all insurance proceeds payable a reduction of Rent and Additional Charges while such repairs are being made in the proportion that the rentable area of the Premises rendered untenantable (as pertains to Tenant's specific business in particular) by reason of and with respect such damage bears to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent total rentable area of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement DatePremises. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than Within thirty (30) consecutive daysdays after the date of such damage, includingLandlord shall notify Tenant whether or not such repairs can be completed within one hundred eighty (180) days after the date of such damage, without limitationand Landlord's determination shall be binding on Tenant. If (x) such damage is caused by an uninsured casualty, or (y) such damage is caused by an insured casualty for which insurance proceeds sufficient to repair such damage are not made available to Landlord and/or W such repairs cannot be made within one hundred eighty (ISO) days after the date of such damage, in Landlord's judgment as determined above, then, in any such event, Landlord shall have the option either to (a) notify Tenant of Landlord's intention to repair such damage and diligently prosecute such repairs to completion, in which event this Lease shall continue in full force and effect subject to Tenant's acceptance and the Rent and Additional Charges shall be reduced as provided herein, or (b) notify Tenant of Landlord's election to terminate this Lease by giving such notice of termination as of a date specified in such notice, and the Rent and Additional Charges, proportionately reduced as provided above, shall be paid up to the date of such termination, with Landlord refunding to Tenant any Rent and Additional Charges previously paid for any period during which of time subsequent to such date. If Landlord elects or is repairing and restoring required to repair the Parking FacilityPremises or the Building pursuant to this Section 12, the rental payable repairs to be made by Tenant Landlord shall xxxxx. The abatement of the rent not include, and Landlord shall not be the exclusive remedy required to repair or replace any fixtures, equipment, furniture, or other property of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage , for loss of use of the whole all or any part of the Premises and/or Premises, for any inconvenience damage to Tenant's business or annoyance occasioned profits, or for any disturbance to Tenant caused by any casualty and any resulting damage, destruction, repair, or restorationthe restoration of the Premises following such casualty. A total destruction of the Building shall automatically terminate this lease.

Damage or Destruction. IfSubject to the termination rights contained in this Section C.8, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualtycasualty during the Lease Term, then the Landlord may, at its option and as hereinafter provided, repair the Premises to as nearly as practicable substantially the same condition as existed prior to such damage or destruction, with the exception of Tenant’s personal property listed in attached Exhibit J, the repair or restoration of which shall be Tenant’s sole obligation and expense. Total destruction of the Premises as determined by Landlord shall result in the immediate termination of this Lease upon notice to Tenant. If in Landlord’s reasonable determination, the Premises are not totally destroyed but cannot be entitled to retain all insurance proceeds payable by reason repaired within sixty (60) days of and with respect the date of such partial destruction, the Landlord shall provide written notice to the damage Tenant estimating the length of time necessary to complete such repairs, and Tenant shall have fourteen (14) business days thereafter to elect to terminate this Lease upon written notice to Landlord. If Tenant does not so elect to terminate this Lease or destruction does not provide Landlord with written notice of Xxxxxx’s election to terminate, Tenant shall be deemed to have irrevocably waived its termination rights under this Section C.8. If the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited are damaged to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) that Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that deems it is not renewing economically practical to repair the Term same, in Landlord’s sole judgment, Landlord shall so notify Tenant in writing and this Lease shall terminate effective as of this Agreement pursuant to Section 2.2 the date of such damage or if destruction. If Tenant has no more extension options right to terminate this Lease or waives the right of termination pursuant to this AgreementSection C.8, and (vi) if Landlord elects to repair such damage, repairs shall commence as soon as practicable after the occurrence of such damage following Tenant’s irrevocable waiver of its rights of termination hereunder. Landlord shall rebuild or reconstruct the Parking Facility not, in any event, be liable to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive dayslost profits or direct, includingindirect, without limitationconsequential, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable or incidental damages suffered by Tenant shall xxxxxresulting from any casualty damage. The abatement of the rent Rent shall be pro-rated as the exclusive remedy result of Tenant against Landlord in the event of a casualty involving any damage or repairs to the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s judgment such repair and restoration cannot be completed within ninety (90) days after occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If the Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not begin terminated as a result of such damage or destruction, then until receipt such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is usable while such repair and restoration are being made. If this Lease is not terminated as a result of such damage or destruction, then Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction; and provided further, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant’s trade fixtures, furnishings, equipment or personal property. Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (iiia) Landlord’s lender(sinsurance is insufficient to pay the full cost of such repair and restoration, (b) must permit the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (ivc) Landlord shall have no obligation to zoning or other applicable laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (vd) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds twenty-five percent (or to complete any restoration25%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement DateBuilding. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Reston Lease - Commerce Park Lease Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Final.doc

Damage or Destruction. If, during the Term In case of this Agreement, the entire Parking Facility or such portion thereof as shall render damage to the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonby fire, shall be damaged vandalism, malicious mischief or destroyed by fire or any other casualty, then Landlord shall (unless this Lease shall be entitled terminated as hereinafter provided) diligently proceed to retain make all insurance proceeds payable the repairs necessary to restore the Premises (excluding any property of Tenant or improvements installed by Tenant) to substantially the same condition in which they existed immediately prior to such destruction or damage subject to delays which may arise by reason of adjustment of loss under insurance policies and delays beyond the reasonable control of Landlord; provided, however, that in no event shall Landlord be obligated to incur any costs or expenses in connection with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility such restoration in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent excess of the insurance proceeds received real zed by Landlord. If Landlord does not 7 substantially complete such repairs within one hundred eighty (180) days from the date of such casualty, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsTenant may, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays thereafter, includingterminate this Lease effective as of the date of casualty by providing written notice thereto to Landlord. If Tenant does not so terminate the Lease within such 30-day period, without limitation, any such period during which or if Landlord is repairing and restoring has substantially completed the Parking Facilityrepairs prior to Tenant's delivery of the notice, the rental payable by Lease shall remain in full force and effect. To the extent that the Premises are rendered untenantable, the Rent shall proportionately abatx; xxovided, however, that if the damage is so extensive that Tenant cannot reasonably operate its business from the Premises, the entire rent shall abatx xxxil Landlord substantially completes the repairs. If the Premises are damaged to such an extent that Landlord shall, in its sole discretion, determine not to rebuild or repair, Landlord may terminate this Lease upon written notice thereof within 60 days of the date of such damage, in which event this Lease shall terminate as of the date of such damage, the Rent shall be adjusted to the date of such damage and Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving thereupon promptly vacate the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. IfIn the event that the premises are damaged to such an extent as to render the same untenantable in whole or in a substantial part thereof or are destroyed so as to render the premises untenantable for the stated purposes, during it shall be optional with the Term Landlord or Tenant to terminate this Lease. After the happening of this Agreementany such contingency, the entire Parking Facility Tenant shall give the Landlord or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) agent immediate written notice thereof. Landlord shall have no obligation more than 30 days after date of such notification to notify the Tenant in writing of Landlord’s intentions to repair or rebuild said premises, or the part so damaged as aforesaid, and restore any personal property on the Premises belonging if Landlord elects to Tenant repair or any of Tenant’s employees, contractors, agents or invitees, (v) rebuild said premises. Landlord shall have no obligation to restore prosecute the damage work of such repairing or destruction (or to complete any restoration) rebuilding without unnecessary delay and during such period, the last year rent of said premises shall be abated in the same ratio that the portion of the Term or premises rendered for the time being unfit for occupancy shall bear to the whole of any Option Period if Tenant has delivered the leased premises. If the Landlord shall fail to give notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementaforesaid, and (vi) if the premises have been rendered untenantable in whole or in substantial part, Tenant shall have the right to declare this lease terminated by written notice served upon he Landlord shall rebuild or reconstruct Landlord’s agent. In the Parking Facility to a configuration substantially equivalent to that configuration which existed as of event the Commencement Date. During the period building in which the Parking is unavailable premises hereby leased are located shall be damaged (even though the premises hereby leased shall not be damaged thereby) to a Tenant for any reason caused by Landlord during such an extent that in the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement opinion of the rent Landlord it shall not be practicable to repair or rebuilt, or is destroyed, then it shall be optional with the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premisesto terminate this Lease by written notice served within 30 days after such damage or destruction. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of If the whole or any part of the Premises and/or demised premises shall be acquired or condemned by Eminent Domain for any inconvenience public or annoyance occasioned by quasi-public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any casualty and any resulting damage, destruction, repair, or restorationunexpired term of said lease.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's judgment such repair and restoration cannot be completed within ninety (90) days after occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If the Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable and accessible after such damage or destruction) and paid to the date of termination. If this Lease is not begin terminated as a result of such damage or destruction, then until receipt such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is usable while such repair and restoration are being made. If this Lease is not terminated as a result of such damage or destruction, then Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if arty, actually received by Landlord on account of such damage or destruction; and provided further, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or personal property. Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (iiia) Landlord’s lender(s) must permit 's insurance as insufficient to pay the insurance proceeds to be used for full cost of such repair and restoration, (ivb) Landlord shall have no obligation the holder of any Mortgage fails or refuses to make such insurance proceeds available f or such repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or inviteesrestoration, (vc) Landlord shall have no obligation to restore zoning or other applicable laws or regulations do not permit such repair and restoration, or (d) the damage or destruction to the Building exceeds twenty-five percent (or to complete any restoration25%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of such damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be entitled completed. The damage shall be repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided the Damage Repair Estimate indicates that such repairs can be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If, however, the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty insurance policies. However, if Landlord does not elect to repair terminate this Lease pursuant to Landlord’s termination right as provided above, and restore if the Premises shall Damage Repair Estimate indicates that repairs cannot begin until receipt be completed within one hundred eighty (180) days after being commenced and if such damage is not the result of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to negligence or willful misconduct of Tenant or any of Tenant’s employees, contractorslicensees, agents invitees or inviteesagents, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is may elect, not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more later than thirty (30) consecutive daysdays after Tenant’s receipt of the Damage Repair Estimate, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice. Finally, without limitationif the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, unless Tenant exercises (or has exercised) an Option to extend the Term in accordance with the terms of Article 33 below (which Option to extend must be exercised on or before the earlier of (A) the date which is thirty (30) days after the date of such damage or destruction, or (B) the date specified in Section 33(c)(iv) below, if the damage or destruction occurs between the date which is twelve (12) months prior to the end of the Term and the date specified in Section 33(c)(iv) below), then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage (provided that Landlord also terminates the leases of all similarly affected tenants under whose leases Landlord has a right to so terminate). In the event that the Premises or the Project is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term and if such period during damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s employees, licensees, invitees or agents, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases any rights under law to terminate this Lease. Without limiting the Parking Facilityforegoing, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss right it may have to terminate this Lease pursuant to Arizona Revised Statutes § 33-343 as a result of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during 21.1 In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event that the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualtycasualty which is covered under insurance pursuant to the provisions of the foregoing paragraph, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the restore such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsprovided that: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent destruction of the insurance proceeds received by Landlord, Building does not exceed fifty percent (50%) of the then replacement value of the Building; (ii) Landlord’s duty insurance proceeds are available (inclusive of any deductible amounts) to repair and restore the Premises shall not begin until receipt pay one hundred percent (100%) of the insurance proceeds, cost of restoration; and (iii) in the reasonable 53 judgment of Landlord’s lender(s, the restoration can be completed within three hundred and sixty-five (365) must permit days after the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any date of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during casualty under the last year laws and regulations of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementstate, federal, county and (vi) municipal authorities having jurisdiction. Landlord shall rebuild notify Tenant whether or reconstruct not the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of Premises will be restored under this Agreement for a period of more than paragraph within thirty (30) consecutive daysdays of the occurrence of the casualty. The deductible amount of any insurance coverage shall be paid by Tenant. If such conditions apply so as to require Landlord to restore such damage pursuant to this paragraph, includingthis Lease shall continue in full force and effect, without limitationunless otherwise agreed in writing by Landlord and Tenant. Tenant shall be entitled to a proportionate reduction of Monthly Basic Rent, any such period Parking Lot Rent, Storage Rent and Operating Rent at all times during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement Tenant's use of the rent shall Premises is interrupted, such proportionate reduction to be based on the exclusive remedy of Tenant against Landlord extent to which the damage and restoration efforts actually interfere with Tenant's business in the event of a casualty involving the Premises. Tenant's right to a reduction of Rent hereunder shall be Tenant's sole and exclusive remedy in connection with any such damage. Notwithstanding the foregoing, if Landlord elects to terminate this Lease pursuant to this Subparagraph 21.1, if within thirty (30) days after receipt of Landlord's notice Tenant hereby waives all claims against elects to provide the funds necessary to make up the shortage (or absence) of insurance proceeds and provides Landlord for any compensation or damage for loss of use of the whole or any part of with reasonable assurance thereof, Landlord shall restore the Premises and/or as provided in this Subparagraph provided that the Premises are reasonably subject to restoration within three hundred and sixty-five (365) days following the date on which the casualty occurs. Tenant in connection with such election, shall have the right to exercise the first or second (as applicable) option to extend the Term provided by Paragraph 2.3 above, provided that Tenant otherwise meets all requirements necessary for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationsuch exercise.

Damage or Destruction. If, during 19.01 (a) If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), then (i) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason and restore and rebuild the Building and the core and shell of the Premises (excluding Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with respect reasonable dispatch after notice to the it of such damage or destruction to and the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent collection of the insurance proceeds received by attributable to such damage (“Landlord’s Restoration Work”), and (ii) Tenant shall repair the damage to and restore and repair Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof, all to the extent necessary for Tenant to continue to conduct its business operations from the Premises, with reasonable dispatch after the substantial completion of Landlord’s duty to repair repairs and restore restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. Provided that this Lease shall not begin until receipt be terminated by Landlord or Tenant, the proceeds of the insurance proceedspolicies providing coverage for Tenant’s improvements and betterments shall, (iiix) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging paid to Tenant or any if the same shall be disbursed by Tenant’s insurance company in progress payments agreed to by Landlord and Tenant to fund the cost of Tenant’s employeesRestoration Work as the performance of such work progresses, contractorsor (y) if such proceeds shall be disbursed by Tenant’s insurance company in a “lump sum”, agents or inviteessingle advance payment, be paid to Landlord and segregated in an escrow account with an agent (v“Escrow Agent”) selected by Landlord shall have no obligation to restore and reasonably approved by Tenant for the damage or destruction (or to complete any restoration) during the last year purpose of the Term or casualty in question, whereupon the proceeds shall be disbursed by Escrow Agent to Tenant in payment of any Option Period if Tenant has delivered notice the cost of Tenant’s Restoration Work as the performance of such work progresses, against certificates, in form and substance and certified by a person satisfactory to Landlord and Escrow Agent, showing that it is the disbursement to be made represents not renewing more than ninety percent (90%) of the Term cost of this Agreement the work and materials described in the certificate and that the estimated cost of completion of Tenant’s Restoration Work does not exceed the undisbursed balance of such proceeds (exclusive of the ten percent (10%) retention, which shall be released upon delivery to Landlord of true and complete copies of all necessary governmental permits and certificates for final approval of Tenant’s Restoration Work, together with a copy of Tenant’s “as-built” plans and specifications therefor). In the event of disbursement of the proceeds pursuant to Section 2.2 clause (y) above, the balance of such proceeds shall be paid by Escrow Agent to Tenant upon the presentation of a like certificate, satisfactory to Landlord and Escrow Agent, evidencing that Tenant’s Restoration Work has been completed and that there are no mechanics’ or other liens outstanding relating thereto. Notwithstanding anything to the contrary contained herein, if this Lease shall be terminated by Landlord or Tenant has no more extension options pursuant to this AgreementArticle 19, or if this Lease shall expire without Tenant’s Restoration Work having been performed, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall be paid to Landlord. Tenant shall be solely responsible for (A) the amount of any deductible under the policy insuring Tenant’s improvements and betterments and (viB) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in amount, if any, by which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term cost of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring Tenant’s improvements and betterments exceeds the Parking Facilityavailable insurance proceeds therefor. When operating under Section 19.01(b) hereof, or if this Lease shall be terminated or expire without Tenant’s Restoration Work having been performed, the rental amount due in accordance with subparagraph (A) above shall be Additional Charges under this Lease and payable by Tenant shall xxxxxto Landlord upon demand. The abatement proceeds of the rent Tenant’s insurance policies with respect to Tenant’s Property shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpayable to Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty‑five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Tenant's Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant's insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord willful misconduct of Tenant or any Agent, then Tenant shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under pay Landlord's deductible and the amount by which such expenses exceed the insurance policiesproceeds, and Landlord’s obligation is limited if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant's insurance), any Alterations or any other contents of the Premises (including Tenant's trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty‑five percent (or to complete any restoration35%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Common Areas providing access thereto shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect restore the same subject to the damage terms and conditions set forth in this Paragraph 23. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other laws or destruction by any mortgagee, any other modifications to the Common Areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must not be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty required to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or replace any of Tenant’s employees's furniture, contractorsfurnishings, agents fixtures or inviteesequipment, (v) or any alterations or improvements in excess of Tenant's improvements installed at a cost of up to $30 per usable square 17 foot. Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or liable for any inconvenience or annoyance occasioned to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, as Tenaxx'x xole compensation for such damage or destruction Landlord shall allow Tenant a proportionate abatement of rent, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and Building and access thereto cannot reasonably be substantially completed within three hundred (300) days after the date of casualty without the payment of overtime or other premiums; (b) more than twenty-five percent (25%) of the Premises is substantially destroyed by the damage and fewer than twenty-four (24) months remain in the Term, subject to Tenant's right to avoid or limit such termination as set forth below; (c) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; (d) the aggregate proceeds available from insurance fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; or (e) as a result of the lawful application of insurance proceeds by any casualty mortgagee to retire the mortgage debt, the insurance proceeds available for restoration fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and any resulting damageLandlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty. If Landlord elects to terminate this Lease under the circumstances described in Clause (b) of the preceding sentence, destructionprovided that the damage to the Property was not caused by the willful misconduct or reckless disregard for life or property of Tenaxx, repairXxnant may, or restorationby written notice to Landlord, given within thirty (30) days after receipt of Landlord's termination notice, avoid such termination by exercising a then available option to extend the term of this Lease upon the terms and conditions set forth in Addendum "3".

Damage or Destruction. If, during the Term 15.01 If any portion of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then Tenant will promptly give written notice to Landlord shall of the casualty following Tenant’s knowledge of the same (the “Tenant’s Casualty Notice”), including which portion of the Premises and Building(s) were damaged by the casualty (the “Damaged Building”). Landlord will, as soon as reasonably possible after Landlord’s receipt of Tenant’s Casualty Notice, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such casualty. Landlord will have the right to terminate this Lease as to that portion of the Premises in the Damaged Building by written notice to Tenant within one hundred twenty (120) days following a casualty if any of the following occur: (a) insurance proceeds actually paid, or that will be actually paid, to Landlord and available for use, less any deductible, are not sufficient to pay the full cost to fully repair the damage; (b) Landlord determines that the portion of the Premises in the Damaged Building or the Damaged Building cannot be fully repaired within 180 days from the date restoration commences; (c) a material portion of the Premises is damaged or destroyed within the last 12 months of the Term; (d) Tenant is in Default of this Lease at the time of the casualty; (e) Landlord would be required under this Lease to xxxxx or reduce Tenant’s rent for a period in excess of 6 months if the repairs were undertaken; or (f) the Property, or the Damaged Building in which such portion of the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of the replacement cost of the same. If Landlord elects to terminate this Lease as to that portion of the Premises in the Damaged Building, Landlord will be entitled to retain all applicable Tenant insurance proceeds for damage to all Tenant Improvements and Tenant Alterations, as well as improvements and alterations made to the Premises under the Existing Lease, that are not required to be removed by Tenant at the expiration of this Lease, and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable by reason of to Tenant under Tenant's insurance for damage to all Tenant Improvements and with respect to the damage or destruction Tenant Alterations, as well as improvements and alterations made to the Premises and Landlord shall rebuild or reconstruct under the Parking Facility in a commercially reasonable and efficient manner subject Existing Lease, that are not required to be removed by Tenant at the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesexpiration of this Lease, excepting those attributable to Tenant’s furniture, fixtures, equipment, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any other personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationproperty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17. 1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's judgment such repair and restoration cannot be completed within ninety (90) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within sixty (60) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall not begin until be entitled to any such rent reduction. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay Landlord's deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction, (iiib) Landlord’s lender(s) must permit Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to be used repair or restore any of the original tenant improvements installed pursuant to Exhibit B (except for the Building Standard Allowance provided by Landlord, to the extent the same were originally incorporated into the Premises), any Alterations or any other contents of the Premises (including, without limitation, Tenant's trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration, (2) the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds twenty-five percent (or to complete any restoration25%) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as replacement value of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during PARTIAL DAMAGE - INSURED. In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render event the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are partially damaged or destroyed by fire or other casualtycasualty which is covered under fire and extended coverage insurance carried pursuant to SECTION 13.2(1) above, then Landlord shall restore such damage provided insurance proceeds are available to pay one hundred percent (100%) of the cost of restoration and provided such restoration can be completed within one hundred eighty (180) days after the commencement of the work thereof under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction thereover and if such conditions apply so as to require Landlord to restore such damage, this Lease shall continue in full force and effect. Tenant shall be entitled to retain all insurance proceeds payable by reason a proportionate reduction of Fixed Rent and Tenant's Proportionate Share of Operating Costs and Taxes while such restoration takes place, such proportionate reduction to be based upon the extent to which the restoration efforts interfere with respect Tenant's business in the Premises, provided that Tenant shall not be entitled to such reduction in Fixed Rent and Tenant's Proportionate Share of Operating Costs and Taxes if the damage is the result of negligence, default or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any omission of Tenant’s , its agents, employees, contractors, agents or invitees; and provided, (v) further, that in no event shall the reduction of Fixed Rent and Tenant's Proportionate Share of Operating Costs and Taxes exceed the amounts received by Landlord from rent loss insurance. Tenant's rights to a reduction in Fixed Rent and Tenant's Proportionate Share of Building Operating Costs and Taxes hereunder shall have no obligation to restore be Tenant's sole and exclusive remedy in connection with any such damage. Notwithstanding the foregoing, Landlord may terminate this Lease if such damage or destruction (or to complete any restoration) casualty occurs during the last year twelve (12) months of the Term term of this Lease (or the term of any Option Period renewal option, if applicable) by giving Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and thereof at any time within thirty (vi30) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as days of the Commencement Date. During occurrence of such damage or casualty and such notice shall specify the period in date of such termination which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive days, including, without limitation, any nor more than sixty (60) days after the giving of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxxnotice. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in In the event of a casualty involving the Premises. giving of such notice of termination, this Lease shall expire and all interest of Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of in the Premises and/or for any inconvenience or annoyance occasioned by any casualty shall terminate on the date so specified in such notice and any resulting damage, destruction, repair, or restorationthe Rent shall be paid to the date of such termination.

Damage or Destruction. IfPartial Damage. If all or any portion of the Premises are partially damaged by fire, during the Term of this Agreementexplosion, the entire Parking Facility elements, act(s) of war or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonterrorism, shall be damaged or destroyed by fire or other casualty, then Landlord but the Concession Locations are not rendered untenantable or inaccessible to pedestrians in the Terminal, and such damage is not the fault of Operator or its Sublessees, if any, such damage will be repaired with due diligence by Authority at its own cost and expense and there shall be entitled no abatement of payments to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Authority; provided, however, that (i) if the casualty must damage is caused by the act or omission of Operator or any of its officers, contractors, subcontractors, Sublessees, agents, representatives or employees, Operator shall be insured under Landlord's insurance policiesresponsible at its expense for making the necessary repairs and restorations as approved by Authority, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Authority shall have no obligation to repair and or restore any personal damage to the Capital Improvements or any fixtures, equipment, and other property on of Operator or its Sublessees, if any. To the extent any permitted mortgagee with an interest in the Airport or any portion thereof permits the release of all or sufficient portion of such insurance proceeds to Operator, Authority shall make insurance proceeds of the PC Coverage paid to Authority available to Operator in a manner reasonably acceptable to Authority for the purpose of paying the costs of repairing and restoring such Capital Improvements. If such insurance proceeds are not sufficient to pay such costs of repairing or restoring such Capital Improvements, Operator shall pay the deficiency. If Operator fails to make the necessary repairs and restorations in a timely manner as determined by Authority, then Authority may, at its option, cause such repairs and restorations to be completed and Operator shall reimburse Authority for the costs and expenses incurred in such repairs and restorations, plus an administrative fee equal to 15% of such costs and expenses. DRAFT Extensive Damage. If all or any portion of the Premises belonging are damaged by fire, explosion, the elements, act(s) of war or terrorism, or other casualty, and such damage shall be so extensive as to Tenant render part or all of the Concession Locations untenantable or inaccessible to pedestrians in the Terminal, but such damage is capable of being repaired and restored within 120 days, such damage shall be repaired and restored with due diligence by Authority at its own cost and expense and the Rent due for such period shall be reduced in proportion to the portion of the Concession Locations rendered untenantable or inaccessible from the time of such damage until such time as the Premises are fully restored and certified by Authority as ready for occupancy; provided, however, that (i) if the damage is caused by the act or omission of Operator or any of Tenant’s employeesits officers, contractors, agents subcontractors, Sublessees, agents, representatives or inviteesemployees, there shall be no abatement in the Rent and Operator shall be responsible at its expense for making the necessary repairs and restorations as approved by Authority, and (vii) Landlord Authority shall have no obligation to repair or restore any damage to the damage Capital Improvements or destruction (any fixtures, equipment, and other property of Operator or its Sublessees, if any. To the extent any permitted mortgagee with an interest in the Airport premises or any portion thereof permits the release of all or a sufficient portion of such insurance proceeds to complete any restoration) during the last year Operator, Authority shall make insurance proceeds of the Term or PC Coverage paid to Authority with respect to the Capital Improvements available to Operator in a manner reasonably acceptable to Authority for the purpose of any Option Period if Tenant has delivered notice that it is not renewing paying the Term costs of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring such Capital Improvements. If such insurance proceeds are not sufficient to pay such costs of repairing or restoring such Capital Improvements, Operator shall pay the Parking Facilitydeficiency. If Operator fails to make the necessary repairs and restorations in a timely manner as determined by Authority, then Authority may, at its option, cause such repairs and restorations to be completed and Operator shall reimburse Authority for the rental payable by Tenant shall xxxxx. The abatement costs and expenses incurred in such repairs and restorations, plus an administrative fee equal to 15% of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty such costs and any resulting damage, destruction, repair, or restorationexpenses.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Article 14(a)(ii)(A) above; PROVIDED, HOWEVER, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall rebuild be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: other premiums, Landlord may, at its option, either (i) make them in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty must be insured under or cause, whether or not the Premises are affected, and the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, and Landlord’s obligation if the Premises or the Project is limited damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the extent of the insurance proceeds received by Landlordcontrary, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Except for proceeds relating to Tenant's furniture, furnishings, trade fixtures and restore any personal property on the Premises belonging to equipment, Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the any proceeds of insurance relating to property damage. With respect to any damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed without the gross negligence or willful misconduct of Tenant, its agents, employees, by fire or other casualty: (a) if such damage results in the Premises being unusable for Tenant's purposes, then Landlord Tenant may elect to terminate this Lease within ten (10) days upon written notice to Lessor; and (b) Lessor may either elect to terminate this Lease within ten (10) days upon written notice to Tenant, or elect to restore such damage or destruction. If Lessor elects to restore such damage or destruction, Tenant shall be entitled to retain a proportionate reduction of Rent based upon the extent to which the making of such repairs interferes with the business carried on by Tenant in the Premises. If Tenant or Lessor give such termination notice as aforementioned, this Lease shall expire and all insurance proceeds payable interest of the Tenant in the Premises shall terminate and Tenant shall vacate the Premises on the date specified in such notice and the Rent (reduced by reason of and any proportionate reduction based upon the extent, if any, to which the damage interfered with respect the business carried on by Tenant in the Premises) shall be paid up to the date of such termination. Lessor's rights and remedies against Tenant under this Lease prior to such termination shall survive such termination. Lessor shall refund to Tenant any Rent theretofore paid for any period of time after such termination date. If Lessor repairs or restores the damage, Lessor shall not be required under any circumstances to repair any injury, damage or destruction by fire or other cause to, or to make any repairs or replacements of, any paneling, decorations, railings, floor coverings, office fixtures, furnishings and equipment or any other property installed in the Premises by Tenant. All destruction or damage to the Premises and Landlord other portions of the Building, caused by Tenant, its agent or employees, shall rebuild be restored or reconstruct repaired by Lessor at the Parking Facility expense of Tenant; provided such restoration or repair by Lessor shall not limit any rights or remedies otherwise available to Lessor as a result of the occurrence of the event resulting in a commercially reasonable and efficient manner subject such damage or destruction. Tenant's payment obligation hereunder shall be regarded as Rent. No compensation, claim or diminution of Rent will be allowed to Tenant or paid by Lessor by reason of inconvenience, annoyance or injury to business arising from the following terms and conditions: (i) necessity of repairing or restoring the casualty must be insured under Landlord's insurance policiesPremises or any portion of the Building, and Landlord’s obligation is limited except to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord Rent is provided for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationabove.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Common Areas providing access thereto shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect restore the same subject to the damage terms and conditions set forth in this Paragraph 23. Such restoration shall be to substantially the condition prior to the casualty, except for modifications required by zoning and building codes and other laws or destruction by any mortgagee, any other modifications to the Common Areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must not be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty required to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or replace any of Tenant’s employees's furniture, contractorsfurnishings, agents fixtures or inviteesequipment, (v) or any alterations or improvements in excess of Tenant's improvements installed at a cost of up to $30 per usable square foot. Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or liable for any inconvenience or annoyance occasioned to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, as Tenant's sole compensation for such damage or destruction Landlord shall allow Tenant a proportionate abatement 19 of rent, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this lease and not occupied by Tenant as a result thereof (unless Tenant or its employees or agents caused the damage). Notwithstanding the foregoing to the contrary, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of damage (such termination notice to include a termination date providing at least ninety (90) days for Tenant to vacate the Premises), if the Property shall be damaged by fire or other casualty or cause such that: (a) repairs to the Premises and Building and access thereto cannot reasonably be substantially completed within three hundred (300) days after the date of casualty without the payment of overtime or other premiums; (b) more than twenty-five percent (25%) of the Premises is substantially destroyed by the damage and fewer than twenty-four (24) months remain in the Term, subject to Tenant's right to avoid or limit such termination as set forth below; (c) the cost of the repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of the replacement value of the Building and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; (d) the aggregate proceeds available from insurance fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and Landlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty; or (e) as a result of the lawful application of insurance proceeds by any casualty mortgagee to retire the mortgage debt, the insurance proceeds available for restoration fall short of the reasonable cost of the restoration required under this Paragraph 23 by an amount greater than $100,000 and any resulting damageLandlord determines in good faith not to repair or rebuild the Building in substantially the same configuration as before the casualty. If Landlord elects to terminate this lease under the circumstances described in Clause (b) of the preceding sentence, destructionprovided that the damage to the Property was not caused by the willful misconduct or reckless disregard for life or property of Tenaxx, repairXxnant may, or restorationby written notice to Landlord, given within thirty (30) days after receipt of Landlord's termination notice, avoid such termination by exercising a then available option to extend the term of this Lease upon the terms and conditions set forth in Addendum "3".

Damage or Destruction. IfIn the event the Premises, during or the Term building or other improvements (exclusive of this Agreement, the entire Parking Facility or such portion thereof as shall render Tenant's Improvements) in which the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonare located, shall be damaged or destroyed by fire fire, earthquake, the elements or other casualtycasualty so that the damage thereto is such that the Premises, then or the building and other improvements in which the Premises are located, may be repaired, reconstructed or restored within a period of ninety (90) days, Landlord shall give Tenant notice of its intent to repair within fifteen (15) days and shall promptly commence the work of repair, reconstruction and restoration, and shall diligently prosecute the same to completion at Landlord's expense. During this period of time, this Lease shall continue in full force and effect except that Tenant shall not be entitled liable for monthly rent if the Premises are totally destroyed or are unusable by Tenant. Tenant would be liable only for monthly rent in proportion to usable space if partially destroyed. If the Premises, or the building or other improvements (exclusive of Tenant's Improvements) in which the Premises are located, could not be restored within three hundred sixty-five (365) days, either Tenant or Landlord has the option to terminate this Lease by giving written notice to the other, Notwithstanding the above, in the event of any partial destruction to the building representing thirty percent (30%) or more of the replacement cost of the building housing the Premises or any partial destruction to the Premises occurring during the last six (6) months of the Lease term, or any extension thereof, Landlord shall have the right for a period of thirty (30) days after the determination of the availability of insurance proceeds to retain all insurance proceeds payable and to terminate this Lease which right shall be exercised by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging giving written notice to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than such termination within said thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring day period. Should the Parking FacilityLease be terminated as provided in this Paragraph, the rental payable by Tenant shall xxxxx. The abatement of the rent termination date shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use date of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. If11.1 If the Building or the Premises, during the Term of this Agreementor any part thereof, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualtycasualty (a "Casualty") before the Commencement Date or during the Lease Term, then and this Lease is not terminated pursuant to sections 11.2 or 11.3 hereof, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the repair such damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt Building to substantially the same condition in which the Building existed before the occurrence of the insurance proceeds, a Casualty (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) provided that Landlord shall have no obligation to restore any above-Building standard improvements or Alterations, unless the cost thereof is paid by Tenant in advance of such restoration, or any Alterations made by or for Tenant following the Commencement Date) and this Lease shall, subject to the provisions of this Article 11, remain in full force and effect. If such Casualty damages the Building or Premises and Tenant ceases to use any portion of the Premises as a result thereof, then during the period the Building or Premises is rendered untenantable by such damage or destruction (Tenant shall be entitled to a reduction in Monthly Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be obligated to repair any damage to, or to complete make any restoration) during replacement of, any movable furniture, equipment, trade fixtures or personal property in the last year of Premises or Alterations made by or for Tenant in the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of Premises following the Commencement Date. During Tenant shall, at Tenant's sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures, personal property and any Alterations made by or for Tenant in the period in which Premises following the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing Commencement Date. Such repair and restoring the Parking Facility, the rental payable replacement by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord done in the event of a casualty involving the Premisesaccordance with Article 8 hereof. Tenant hereby waives all claims against Landlord California Civil Code sections 1932(2) and 1933(4), or any successor statute, providing for any compensation or damage for loss termination of use hiring upon destruction of the whole thing hired. Notwithstanding any contrary provision of this Article 11, the parties hereby agree as follows: (i) the closure of the Building, the common areas, or any part thereof to protect public health shall not constitute a Casualty for purposes of this Lease, (ii) Casualty covered by this Article 11 shall require that the physical condition or structural integrity of the Premises, the Building, or the common areas is degraded as a direct result of such occurrence, and (iii) a Casualty under this Article 11 shall not be deemed to occur merely because Tenant is unable to productively use the Premises in the event that the physical condition and structural integrity of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationis undamaged.

Damage or Destruction. If17.1. If the Building or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Term term of this AgreementLease, and this Lease is not terminated pursuant to Sections 17.2 and 17.3 hereof, Landlord shall repair such damage and restore the entire Parking Facility or such portion thereof as shall render Building and the Premises unsuitable for to substantially the continued conduct same condition in which the Building and the Premises existed before the occurrence of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by such fire or other casualty, as permitted by and OP&F-Lionbridge/Office Lease 22 subject to then applicable law, ordinance and regulation, and this Lease shall, subject to this Section 17.1, remain in full force and effect. In performing such repair and reconstruction Landlord shall only be obligated to reconstruct the shell, core and common areas of that portion of the Building damaged or destroyed and the tenant improvements that are deemed Landlord’s property under Section 9.3 hereof. If such fire or other casualty damages the Premises or Common Areas of the Building necessary for Tenant’s use and occupancy of the Premises, and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, officers, employees, contractors, licensees or invitees, then, during the period the Premises are rendered unusable by such damage, Tenant shall be entitled to retain all insurance proceeds payable a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by reason of and with respect such damage bears to the damage or destruction to total area of the Premises and Premises. Landlord shall rebuild not be obligated to restore or reconstruct the Parking Facility in a commercially reasonable repair any damage to, or to make any replacement of, any improvements constructed by Tenant, at Tenant’s sole cost and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesexpense, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlordincluding trade fixtures, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsor any movable furniture, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any equipment or personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant shall, at Tenant’s sole cost and expense, repair and replace all such improvements, movable furniture, equipment, trade fixtures and personal property. Such repair and replacement by Tenant shall be done in accordance with Article 9 hereof. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty California Civil Code Sections 1932(2) and any resulting damage, destruction, repair, or restoration1933(4).

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees or invitees, (v) such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused would have been received by Landlord during the Term of this Agreement for if Landlord had carried rental abatement insurance with a coverage period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtwelve months).

Damage or Destruction. If, If at any time during the Term of this Agreement, Lease term the entire Parking Facility or such portion thereof as shall render the Leased Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall shalt be damaged or destroyed in whole or in part by fire or other casualty so as to render any portion of the Leased Premises wholly unfit for occupancy and if the Leased Premises cannot be repaired by Landlord and Tenant within ninety (90) construction days from the happening of said damage, then either party may elect within ten (10) business days from the date of the casualty, to terminate this Lease on the tenth (10th) business day after such election. If the Lease is not terminated by reason of such casualty, then Landlord shall repair and restore the Building and such portions of the Leased Premises as are insured by Landlord pursuant hereto. Tenant shall be entitled to retain all insurance proceeds payable by reason of and with respect to responsible for refurbishing, restoring or repurchasing its personal property located within the damage or destruction to the Premises Leased Premises. Tenant and Landlord shall rebuild or reconstruct the Parking Facility in a commercially act with all reasonable speed and efficient manner promptness, subject to the following terms and conditions: (i) the casualty must be insured under delays arising from shortage of labor or material, acts of God, war or other conditions beyond Landlord's insurance policiesreasonable control, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises Building. In the event that neither party elects to terminate this Lease, Landlord shall not begin until receipt be only required to expend for Tenant improvements the proceeds of any policy of insurance on Tenant's leasehold improvements required to be held by Landlord pursuant to this Lease. Landlord shall hold such proceeds in trust for use in the restoration and replacement of Tenant's leasehold improvements. Rent shall abaxx xxoportionately during the period that Landlord is performing its restoration for any portion of the insurance proceedsLeased Premises that is unfit for use by Tenant in the ordinary conduct of its business. Landlord and Tenant agree to cooperate, (iii) Landlord’s lender(s) must permit one with the insurance proceeds to be used for such repair and restorationother, (iv) Landlord shall have no obligation to repair and restore any personal property on the Building and the Leased Premises belonging to Tenant or any of with all due haste. To that end, Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent Tenant's contractor shall be given access to the exclusive remedy of Tenant against Landlord Leased Premises as soon as possible in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, order to repair, restore and/or install or restorationreinstall Tenant's trade fixtures and personalty.

Damage or Destruction. IfSeller shall keep in full force and effect until Closing its present hazard insurance with respect to the Premises. The risk of any loss by fire or other casualty shall be assumed solely by Seller until Closing; provided, during however, that in the Term event of this Agreement, the entire Parking Facility damage to or such portion thereof as shall render destruction of the Premises unsuitable for in an amount less than One Hundred Thousand ($100,000) Dollars to the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed Premises as determined by an independent inspector caused by fire or other casualty, then Landlord or any part thereof, this Agreement shall, except as hereafter expressly provided, remain in full force and effect, and Seller, at Purchaser’s option, shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionseither: (ia) repair or restore the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Premises; or (b) pay over to Purchaser the extent amount of the insurance proceeds received by Landlordcollected, (ii) Landlord’s duty to the extent not applied to the restoration or repair and restore the Premises shall not begin until receipt of the insurance proceedsPremises; or, (iii) Landlord’s lender(s) must permit if any proceeds have not been collected, Seller shall assign to Purchaser all its right, title and interest in and to the insurance proceeds same, to be used for such the extent not applied by Seller to the restoration or repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing Premises. In the Term of this Agreement pursuant event Purchaser elects (b), the parties shall proceed to Section 2.2 or if Tenant has no more extension options pursuant to Closing as provided in this Agreement, and (vi) Landlord Purchaser shall rebuild or reconstruct receive at Closing a credit against the Parking Facility to a configuration substantially equivalent to that configuration which existed as Purchase Price in the amount of the Commencement Datedeductible, if any, under said hazard insurance policy. During If there is damage of One Hundred Thousand ($100,000) Dollars or more to the period Premises as determined by an independent inspector caused by fire or other casualty and such damage shall not be substantially restored or repaired by Closing, Purchaser may, at its option, upon notice to Seller not later than 10 days after receipt of notice of such fire, casualty, (i) terminate this Agreement, or (ii) elect to proceed to Closing as provided in this Agreement, in which case, Seller shall pay over to Purchaser the Parking is unavailable amount of the insurance proceeds collected, to the extent not applied to the restoration or repair of the Premises; or, if any proceeds have not been collected, Seller shall assign to Purchaser all its right, title and interest in and to the same, to the extent not applied by Seller to the restoration or repair of the Premises, and Purchaser shall receive at Closing a Tenant for any reason caused by Landlord during credit against the Term Purchase Price in the amount of this Agreement for a period of more than thirty (30) consecutive daysthe deductible, includingif any, without limitation, any such period during which Landlord is repairing and restoring under said hazard insurance policy. Upon termination pursuant to the Parking Facilitypreceding sentence, the rental payable by Tenant obligations of each party to the other shall xxxxx. The abatement of terminate without further liability hereunder or otherwise, except that the rent Deposit shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned refunded by any casualty and any resulting damage, destruction, repair, or restorationSeller to Purchaser.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: event (i) the Premises are damaged by fire, explosion or other casualty must be insured under Landlord's fire and extended coverage insurance policies, and Landlord’s obligation is limited policy (an 'Insured Casualty') to the extent of eighty percent (80%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (ii) Landlord’s duty to repair and restore the building of which the Premises shall not begin until receipt are a part is damaged by an Insured Casualty to the extent of eighty percent (80%) or more of the insurance proceedsinsurable value thereof immediately preceding the casualty, or (iii) the Premises are damaged by a casualty or occurrence other than Insured Casualty, or (iv) the Premises are damaged by a casualty or occurrence and Landlord’s lender(s) must permit 's mortgagee does not authorize the disbursement of insurance proceeds to repair or replace the same, Landlord may terminate this Lease by giving Tenant written notice of termination within sixty (60) days after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord's option to terminate this Lease or Landlord does not elect to terminate this Lease, Landlord shah promptly repair and replace the roof, exterior walls (excluding store front), foundation and any other improvements furnished as a part of Landlord's Work or existing on the date that Tenant was entitled to access to the Premises pursuant to Section 1.02, to the condition existing immediately preceding such fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord and repair or replace all furniture, fixtures and equipment to the condition existing immediately preceding such fire, explosion or other casualty. All work by Tenant shall comply with the requirements and limitations contained in the Exhibit. During any period of reconstruction or repair of the Premises, Tenant shall operate its business in the Premises to the extent practicable. Rent or other sums payable under this Lease shall not be used for reduced or abated during the period of such repair and restoration, restoration (ivexcept to the extent of any rent insurance proceeds actually received by Landlord therefor) Landlord shall have no obligation to repair and restore any personal property on even if the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is are not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtenantable.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Leased Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then but no portion thereof is thereby rendered untenantable for the purpose or use for which Tenant has leased the Leased Premises in Landlord's reasonable opinion, upon being so notified by Tenant by certified or registered mail, return receipt requested, the Landlord shall [except as provided in paragraph (ii) of Section 10(a)], at its expense, cause such damage to be entitled to retain all insurance proceeds payable repaired and the rent shall not be abated. If by reason of and with respect to fire or other casualty, the damage Leased Premises are rendered untenantable in part for the purpose or destruction to use for which Tenant has leased the Leased Premises and in Landlord's reasonable opinion, the Landlord shall rebuild or reconstruct the Parking Facility [except as provided in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, paragraph (ii) Landlord’s duty of Section 10(a)], at its expense, subject to repair and restore the Premises shall not begin until receipt availability of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds cause such damage to be used repaired, and the Monthly Rent shall be adjusted on a pro-rata basis for the period of such repair and restoration for that portion of the Leased Premises rendered untenantable. If the Leased Premises are damaged by fire or other casualty so as to render same untenantable for the purpose or use for which Tenant has leased same in Landlord's reasonable opinion, the Landlord shall [except as provided in paragraph (ii) of Section 10(a)]; at its expense, subject to availability of insurance proceeds, cause such damage to be repaired, and the Monthly Rent shall be abated in full for the period of such repair and restoration, (iv) provided, however, that if, within 60 days after the fire or other casualty, the Landlord shall have no obligation to repair and restore any personal property on gives the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered written notice that it is has elected not renewing to cause the Term of Leased Premises to be repaired and restored, then this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord Lease shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed terminate as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation fire or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother casualty.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord’s sole opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason to Tenant under Section 14A(ii)(A) above; provided, however, that if the cost of and with respect to the damage or destruction to repair of improvements within the Premises and by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. If repairs cannot, in Landlord’s opinion, be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the Basic Rental shall be abated, if at all, in the manner provided in this Section 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord’s duty to repair and restore insurance policies. Finally, if the Premises shall not begin until receipt or the Project is damaged to any substantial extent during the last twelve (12) months of the insurance proceedsTerm, (iii) Landlord’s lender(s) must permit then notwithstanding anything contained in this Section 16 to the insurance proceeds to be used for such repair and restorationcontrary, (iv) Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Section 16, there shall be no obligation abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair and restore any personal property on damage thereto or replace the Premises belonging to same. Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord acknowledges that Tenant shall have no obligation right to restore the damage or destruction (or to complete any restoration) during the last year proceeds of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused insurance carried by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, relating to property damage. With respect to any such period during damage which Landlord is repairing obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and restoring releases its rights under the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement provisions of Sections 1932 and 1933 of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationCalifornia Civil Code.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are partially damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all any casualty insured against under any insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received policy maintained by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until Landlord shall, on receipt of the insurance proceeds, (iii) repair the Premises to substantially the condition in which the Premises were immediately prior to such damage or destruction. Landlord’s lender(sobligation under the preceding sentence shall not exceed the lesser of the cost of the standard improvements installed by Landlord in the Premises, or the proceeds received by Landlord from any insurance policy maintained by Landlord. Until such repair is complete, the Basic Monthly Rent59 shall be abated proportionately commencing on the date of such damage or destruction as to that portion of the Premises rendered untenantable, if any. If (a) must permit by reason of such occurrence the Premises are rendered wholly untenantable, (b) the Premises are damaged as a result of a risk not covered by insurance, (c) the Premises are damaged in whole or in part during the last twelve (12) months of the Term, (d) the Premises or the Building (whether or not the Premises are damaged) is damaged to the extent of twenty-five percent (25%) or more of the then-replacement value of either or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, or (e) insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation adequate to repair and restore the Property are not available to Landlord for any personal property on the Premises belonging reason, Landlord may either elect to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore repair the damage or destruction (or to complete any restoration) during the last year cancel this Lease by notice of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than cancellation within thirty (30) consecutive daysdays after such event, and60 such notice Tenant shall vacate and surrender the Premises to Landlord. If Landlord elects to repair any such damage, any abatement of Basic Monthly Rent shall end on notice given by Landlord to Tenant that the Premises have been repaired. If the damage is caused by the negligence of Tenant or Tenant’s Occupants, Basic Monthly Rent shall not xxxxx. Except for abatement of Basic Monthly Rent61, if any, Tenant shall have no claim against Landlord for any loss suffered by reason of any such damage, destruction, repair or restoration, nor may Tenant terminate this Lease as the result of any statutory provision in effect on or after the date of this Lease pertaining to the damage and destruction of the Premises or the Building. The proceeds of all insurance carried by Tenant on Tenant’s furnishings, trade fixtures, leasehold improvements, equipment and other personal property shall be held in trust by Tenant for the purpose of the repair and replacement of the same. Landlord shall not be required to repair any damage to, or to make any restoration or replacement of, any furnishings, trade fixtures, leasehold improvements, equipment and other personal property installed in the Premises by Tenant or at the direct or indirect expense of Tenant62. Unless this select, together with rental interruption insurance in a commercially reasonable amount, (y) commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 per occurrence, and (z) any insurance required by law for the protection of employees of Landlord working on or around the Property (including, without limitation, any worker’s compensation insurance) with no less than the limits required by law. All such period during which insurance shall be provided by financially capable, licensed, third-party insurers. 59 and Tenant’s Share of Operating Expenses 60 within thirty (30) days after receipt of 61 and Tenant’s Share of Operating Expenses 62 , unless such damage is caused by the willful misconduct or gross negligence of Landlord or Landlord’s employees or agents (but subject to the waiver of subrogation provisions set forth in Paragraph 12) Lease is repairing and restoring the Parking Facilityterminated by Landlord pursuant to this Paragraph, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord required to restore or replace such furnishings, trade fixtures, leasehold improvements, equipment and other personal property on damage or destruction in the event of at least a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcondition equal to that existing prior to such event.

Damage or Destruction. If, during the Term In case of this Agreement, the entire Parking Facility or such portion thereof as shall render damage to the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord Licensee shall be entitled give immediate notice thereof to retain all insurance proceeds payable Licensor, who shall elect in its sole discretion whether to repair or rebuild the same with reasonable speed at the expense of Licensor, due allowance being made for delay which may arise by reason of adjustment of loss under insurance policies on the part of Licensor and/or Licensee, and with respect for reasonable delay on account of "force majeure", the COVID- 19 pandemic or any other cause beyond Licensor's control. To the extent that the Premises are rendered unLicenseeable by one of the foregoing casualties, the Fees shall proportionately xxxxx, provided the damage above mentioned occurred without the fault or neglect of Licensee or Licensee's employees, agents, contractors, or invitees. However, if such partial damage is due to the fault or neglect of Licensee, or Licensee's employees, agents, contractors, or invitees, the damage shall be repaired by Licensor at Licensee’s expense and there shall be no apportionment or destruction abatement of Fees. In the event the damage shall be so extensive to the Premises and Landlord shall rebuild or reconstruct the Parking Facility as to render it uneconomical, in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under LandlordLicensor's insurance policiessole discretion, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage same for Licensee’s intended use herein and Licensor shall elect not to repair or destruction (rebuild the Premises, this Agreement, at the option of Licensor, shall be terminated upon written notice to Licensee and the Fees shall, in such event, be paid to or to complete any restoration) during the last year adjusted as of the Term or date of any Option Period if Tenant has delivered notice that it is not renewing such damage, and the Term of this Agreement pursuant shall terminate. Licensee shall thereupon vacate the Premises and surrender the same to Section 2.2 Licensor, but no such termination shall reAgreement Licensee from any liability to Licensor arising from such damage or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as from any breach of the Commencement Date. During the period in which the Parking is unavailable to a Tenant obligations imposed on Licensee hereunder, or for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any obligations accrued hereunder prior to such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationtermination.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Project is damaged or destroyed by fire or other casualtyinsured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, then Landlord the damage shall be entitled repaired by Landlord to retain the extent such insurance proceeds are available therefor and provided such repairs can, in Landlord's sole opinion, be completed within two hundred ten (210) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (and if the entire Premises is rendered unusable, rent shall be completely abated as provided herein, but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). However, if the damage is due to the fault or neglect of Tenant, its employees, agents, contractors, guests, invitees and the like, there shall be no abatement of rent, unless and to the extent Landlord receives rental income insurance proceeds. Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of improvements within the Premises by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord's repair of such damage. If repairs cannot, in Landlord's opinion, be completed within two hundred ten (210) days after the necessity for repairs as a result of such damage becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within sixty (60) days after Landlord learns of the necessity for repairs as a result of damage, such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises. In addition, Landlord may elect to terminate this Lease if the Project shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, if the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Finally, if the Premises or the Project is damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to any portion of the Project or the Premises or in or to fixtures, appurtenances and with equipment therein. Tenant understands that Landlord will not carry insurance of any kind on Tenant's furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant acknowledges that Tenant shall have no right to any proceeds of insurance carried by Landlord relating to property damage. With respect to any damage which Landlord is obligated to repair or elects to repair, Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases its rights under the provisions of Sections 1932 and 1933 of the PersonNameplaceStateCalifornia Civil Code. This paragraph shall apply only in the event of damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent not arising out of the insurance proceeds received by Landlordacts or omissions of tenant or its agents, (ii) Landlord’s duty to repair and restore employees, licensees, invitees, subtenants, affiliates, successors, assigns, contractors or subcontractors, where the Premises shall not begin until receipt are rendered untenantable as a result of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or in question and Landlord does not elect to complete any restoration) during terminate this Lease pursuant to the last year provisions above. If the estimated completion date of the Term repairs to the damage or of any Option Period if Tenant has delivered notice that it destruction is not renewing greater than two hundred ten (210) days after the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) date Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as learns of the Commencement Date. During the period in which the Parking is unavailable to a damage, Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more may elect, no later than thirty (30) consecutive daysdays after Tenant's receipt of a certificate from Landlord describing the scope of the restoration and repair obligations and estimating the date said obligations are expected to be substantially completed so Tenant can resume normal business operations, includingto terminate this Lease by written notice to Landlord effective as of the date specified in Tenant's notice, without limitationwhich date shall be not greater than sixty (60) days after the date of delivery of Tenant's notice. Furthermore, any such if neither Landlord nor Tenant have terminated this Lease and the repairs are not actually completed within two hundred ten (210) days after the date Landlord learns of the damage (which one two hundred ten (210) day period during which Landlord is repairing and restoring shall be extended only by delays resulting from the Parking Facilityacts or omissions of Tenant and/or its agents, the rental payable by employees, licensees, invitees, subtenants, affiliates, successors, assigns, contractors or subcontractors), Tenant shall xxxxx. The abatement have the right to terminate this Lease within five (5) business days after the end of such period, by written notice to Landlord (the "Damage Termination Notice"), effective as of the rent date set forth in the Damage Termination Notice (the "Damage Termination Date"), which Damage Termination Date shall not be less than five (5) business days following the end of such period. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord's receipt of the Damage Termination Notice, a certificate of Landlord's contractor responsible for the repair of the damage certifying that it is such contractor's good faith judgment that the repairs shall be substantially completed within thirty (30) days after the exclusive remedy Damage Termination Date. If repairs shall be substantially completed prior to the expiration of Tenant against Landlord in such thirty (30) day period, then the event Damage Termination Notice shall be of a casualty involving no force or effect but if the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.repairs shall not be substantially completed within such thirty

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct If prior to full payment of the Tenant’s and its invitees activities thereon, shall be Bonds (or provision for payment thereof having been made in accordance with the provisions of the Indenture) the Project is destroyed (in whole or in part) or is damaged or destroyed by fire or other casualty, then Landlord the Company shall be obligated to continue to pay Rentals, to perform its other obligations and covenants hereunder and to repair, rebuild or restore the property damaged or destroyed to substantially the same condition as existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Company and as will not, in the opinion of Bond Counsel, impair the character of the Project as a "project" under the Act or as qualifying facilities under Section 144(a)(12)(C) of the Code. The Company may apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses. In the event said Net Proceeds are not sufficient to pay in full the costs of such repair, rebuilding or restoration, the Company will nonetheless complete the work thereof and will pay that portion of the costs thereof in excess of the amount of said Net Proceeds or will pay to the Issuer or the Trustee on behalf of the Issuer the moneys necessary to complete the work, in which case the Issuer will proceed so to complete the work. The Company shall not, by reason of the payment of such excess costs (whether by direct payment thereof or payment to the Issuer or Trustee therefor), be entitled to retain any reimbursement from the Issuer or any abatement or diminution of the Rentals payable hereunder. Any balance of Net Proceeds remaining after payment of all the costs of such repair, rebuilding or restoration shall be paid to the Company. Notwithstanding the foregoing, if the Company shall determine that such repair, restoration or rebuilding is not, in whole or in part, economically viable, then the Company may exercise its option to redeem Bonds in accordance with their terms, in which case the Net Proceeds (or such portion thereof as is allocable to the portion of the Project not being repaired, restored or rebuilt) shall be applied to such redemption. The Issuer shall cooperate fully with the Company in the handling of any prospective or pending insurance proceeds payable by reason of and claim with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole Project or any part thereof. In no event will the Issuer voluntarily settle, or consent to the settlement of, any prospective or pending insurance claim with respect to the Project or any part thereof without the written consent of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damageCompany, destruction, repair, or restorationin its sole discretion.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's reasonable judgment such repair and restoration cannot be completed within three hundred sixty (360) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the continued conduct right to terminate this Lease by giving written notice of termination within forty‑five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned and paid to the earlier of the Tenant’s date of termination or the date Tenant completely vacates and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then abandons the Premises on account of such damage and Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the any insurance proceeds received by Landlord, (ii) Landlord’s duty Tenant that are attributable to repair and restore improvements required to be insured by Tenant that would remain in the Premises shall not begin until receipt at the end of the insurance proceedsLease Term. If this Lease is not terminated as a result of such damage or destruction, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for then until such repair and restorationrestoration of the Premises are substantially complete, Tenant shall receive an equitable abatement of rent equitably abated based upon the extent to which Tenant's use of the Premises is diminished; provided, however, that if Tenant fails to immediately pay over to Landlord insurance proceeds (ivwhich Tenant is required to pay to Landlord pursuant to the terms of this Lease) when received from Tenant's insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. Tenant shall have no obligation to pay to Landlord any insurance proceeds received by Tenant which are on account of business interruption or Alterations to the Premises which Landlord is not required to restore pursuant to the terms of this Section. After receipt of all available insurance proceeds (including proceeds of insurance maintained by Tenant and required to be paid to Landlord hereunder), Landlord shall proceed with and bear the expenses of such repair and restore any personal property on restoration of the Premises belonging and the Building; provided, however, that (a) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant or any of Tenant’s employeesis required to insure exceeds the insurance proceeds received with respect thereto, contractors, agents or invitees, and (vb) Landlord shall have no obligation not be required to repair or restore the damage any Alterations or destruction (or to complete any restoration) during the last year other contents of the Term or of Premises (including any Option Period if Tenant has delivered notice that it is not renewing Items). Notwithstanding anything herein to the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementcontrary, and (vi) Landlord shall rebuild or reconstruct have the Parking Facility right to a configuration substantially equivalent to that configuration which existed terminate this Lease if (1) insurance proceeds plus deductibles equal less than of the value of the Building as of the Commencement Date. During date of the period casualty (so long as Landlord maintains the insurance required by Section 13.3), (2) the holder of any Mortgage applies such insurance proceeds to the payment of outstanding indebtedness such that the remaining proceeds available for such repair and restoration equal less than of the value of the Building as of the date of the casualty, or (3) zoning or other applicable Laws or regulations do not permit such repair and restoration in which a manner that permits general office use of the Parking is unavailable Premises; provided, however, that as to a (1) and (2) Tenant for any reason caused shall have the right to void such termination, by Landlord during the Term of this Agreement for a period of more than delivering to Landlord, within thirty (30) consecutive days, including, without limitationdays after receipt of Landlord's notice of termination, any such period during which shortfall in funds in excess of the foregoing threshold. Any monies provided to Landlord is repairing and restoring in accordance with the Parking Facility, the rental payable foregoing sentence shall not be recoverable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationfrom Landlord.

Damage or Destruction. IfNotwithstanding anything to the contrary contained in this Sublease, during in the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by event any fire or other casualtycasualty renders the whole or any material part of the Subleased Premises or the Building untenantable, then Landlord shall be entitled to retain all insurance proceeds payable by reason then, whether or not any fire or other casualty renders the whole or any material part of and with respect to the damage or destruction to the Subleased Premises and Landlord shall rebuild or reconstruct the Parking Facility untenantable, in a commercially reasonable and efficient manner subject to the following terms and conditions: such event (i) if either Landlord or Sublandlord exercises a right under the casualty must be insured under Landlord's insurance policiesPrime Lease to terminate the Prime Lease, then this Sublease shall terminate upon termination of the Prime Lease, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty if neither Landlord nor Sublandlord exercises a right to repair terminate the Prime Lease, then this Sublease shall remain in full force and restore the Premises shall not begin until receipt effect, and for so long as any portion of the insurance proceedsSubleased Premises are untenantable Basic Rent and Subtenant's Share of Operating Expenses shall xxxxx pro rata based upon the Rentable Area of the Subleased Premises that is untenantable as compared to the total Rentable Area of the Subleased Premises. Notwithstanding the foregoing, (iii) Landlord’s lender(s) must permit if Landlord exercises its right to terminate the insurance proceeds Prime Lease, then Sublandlord shall have the right at its election to be used for such repair terminate this Sublease and restoration, (iv) Landlord shall have no obligation whatsoever to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year exercise its right under Section 11.4 of the Term or Prime Lease to avoid termination of any Option Period the Prime Lease. If, however, Sublandlord does elect to avoid termination of the Prime Lease, and if Tenant has delivered notice that it is Subtenant promptly pays to Sublandlord Subtenant's Share of the amount payable by Sublandlord to Landlord in order to avoid termination, and not renewing the Term otherwise, then this Sublease shall continue in full force and effect. The provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, 10 are Subtenant's sole and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing exclusive rights and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord remedies in the event of a casualty involving casualty. To the Premises. Tenant hereby extent permitted by the Laws (as that term is defined in the Prime Lease), Subtenant waives all claims against Landlord for the benefit of any compensation Law that provides to Subtenant any abatement or damage for loss termination right by virtue of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationa casualty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord's judgment such repair and restoration cannot be completed within ninety (90) days after occurrence of such damage or destruction, then Landlord shall have the right, at its sole option, to terminate this Lease effective as of the seventy-fifth (75th) day after such damage or destruction by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If the Lease is terminated pursuant to this Article, then Base Rent and additional rent shall be apportioned (based on the portion of the Premises which is reasonably usable for Tenant's particular business purposes after such damage or destruction and paid to the date of termination. If this Lease is not begin terminated as a result of such damage or destruction, then until receipt such repair and restoration of the Premises are substantially complete (to be determined by Landlord's architect in accordance with the "substantial completion" provisions set forth in Exhibit B), Tenant shall be required to pay the Base Rent and additional rent only for the portion of the Premises that is reasonably usable for Tenant's particular business purposes while such repair and restoration are being made. If this Lease is not terminated as a result of such damage or destruction, then Landlord shall bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that if such damage or destruction was caused by the negligent act or willful misconduct of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction, or which would likely have been received had Landlord carried the insurance required by this Lease (iiibut failed to do so); and provided further, however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or personal property. Notwithstanding the foregoing, if Tenant's data center or NOC is significantly damaged by the casualty, and not as a result of the negligent act or willful misconduct of Tenant or an Invitee, then, in addition to other rent abatement provisions herein, Tenant shall not be required to pay any Base Rent until full operation of both the data center and NOC have been restored, and during such period Tenant shall be required to pay additional rent only for the portion of the Premises that is reasonably usable for Tenant's particular business purposes. Further, notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (a) Landlord’s lender(s's insurance is insufficient to pay the full cost of such repair and restoration, (b) must permit the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (ivc) zoning or other applicable laws or regulations do not permit such repair and restoration, or (d) the damage to the Building exceeds twenty-five percent (25%) of the replacement value of the Building, in which case Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any give notice of Tenant’s employees, contractors, agents or invitees, such termination within forty-five (v45) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year days after occurrence of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementcasualty, and (vi) Landlord such termination shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed be effective as of the Commencement Date. During seventy-fifth (75th) day after the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement date of the rent casualty. If Landlord elects to restore and repair the Premises, but fails to substantially complete said work within one hundred fifty (150) days after occurrence of the casualty, Tenant at its sole option may elect to terminate the Lease by giving Landlord written notice thereof at any time after such one hundred fiftieth (150th) day and prior to substantial completion of the work, and which termination shall be effective on the exclusive remedy thirtieth (30th) day after delivery of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationsuch notice.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction (except as otherwise set forth below); provided, however, that if in Landlord's judgment such repair and restoration cannot be completed within one hundred eighty(180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord or Tenant shall have the right to terminate this Lease by giving written notice of termination to the other party within sixty (60) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that if such damage or destruction was caused by the act or omission of Tenant or any of its employees, agents or contractors or, to the extent covered by insurance, any Invitee, then Tenant shall not begin until be entitled to any such rent reduction. After receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction was caused by the gross negligence or any act of willful misconduct on the part of Tenant or any of its employees, agents or contractors or, to the extent covered by insurance, any Invitee, then Tenant shall pay Landlord's deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction, (iiib) Landlord’s lender(s) must permit Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to be used repair or restore any of the original tenant improvements installed pursuant to Exhibit B, any Alterations or any other contents of the Premises (including, without limitation, Tenant's trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration, (2) the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on restoration, or (4) the Building is damaged by fire or casualty (whether or not the Premises belonging has been damaged) to Tenant or any of Tenant’s employeessuch an extent that Landlord decides, contractorsin its sole and absolute discretion, agents or invitees, (v) Landlord shall have no obligation not to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationBuilding.

Damage or Destruction. If, during In the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: event (i) the Premises are damaged by fire, explosion or other casualty must be insured under Landlord's fire and extended coverage insurance policies, and Landlord’s obligation is limited policy (an "Insured Casualty") to the extent of twenty-five percent (25%) or more of the insurance proceeds received by Landlordinsurable value thereof immediately preceding the casualty, (ii) Landlord’s duty to repair and restore the Building of which the Premises shall not begin until receipt are a part is damaged by an Insured Casualty to the extent of fifty percent (50%) or more of the insurance proceedsinsurable value thereof immediately preceding the casualty, or (iii) the Premises are damaged by a casualty or occurrence other than Insured Casualty, Landlord may terminate this Lease by giving Tenant written notice of termination within sixty (60) days after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord’s lender(s) must permit 's option to terminate this Lease or Landlord does not elect to terminate this Lease, Landlord shall promptly repair and replace the insurance proceeds roof, exterior walls (excluding store front), foundation and any other improvements furnished as a part of Landlord's Work or existing on the date that Tenant was entitled to access to the Premises pursuant to Section 1.02, to the condition existing immediately preceding such fire, explosion or other casualty. Upon completion of such repairs and replacements by Landlord, Tenant shall promptly repair or replace all portions of the Premises not repaired or replaced by Landlord and repair or replace all furniture, fixtures and equipment to the condition existing immediately preceding such fire, explosion or other casualty. During any period of reconstruction or repair of the Premises, Tenant shall operate its business in the Premises to the extent practicable. Rent or other sums payable under this Lease shall be used for abated during the period of such repair and restoration, (iv) Landlord shall have no obligation restoration in proportion to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year area of the Term or of any Option Period if Tenant has delivered notice that it Leased Premises which is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable useable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationconnection with its business operations.

Damage or Destruction. Ifof Option Property by Casualty or ------------------------------------------------------- Condemnation. Owner and Option-Holder agree that, during except as hereafter modified, ------------ the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable Lease provisions for the continued conduct portions of the Tenant’s and its invitees activities thereonOption Property which are leased by Option-Holder shall govern their respective obligations if, shall be after Option- Holder's exercise of the Purchase Option, any portion of the Option Property is damaged or destroyed by fire or other casualtycasualty or subjected to eminent domain proceedings (together, then Landlord "Casualty"). If the Lease shall be terminated as a result of a Casualty, Option-Holder shall have the option either (a) to purchase the Option Property in its "as is" condition, in which case no adjustment shall be made to the Option Price other than a credit to Option- Holder for the amount of Owner's insurance deductible and all insurance proceeds or condemnation award ("Casualty Compensation"), as applicable, received by Owner prior to such Closing Date and Owner shall assign to Option-Holder all of Owner's rights to such insurance Casualty Compensation, or (2) to terminate its exercise of the Purchase Option in which case this Agreement shall be null and void and neither party shall have any further rights or obligations hereunder. If, however, any mortgagee of the Option Property requires that Casualty Compensation be applied against outstanding indebtedness secured by its mortgage, Option-Holder shall be entitled to retain all insurance proceeds payable by reason of and with respect to a credit against the damage or destruction to Purchase Price in the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds Casualty Compensation not received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall xxxxx. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationOption-Holder.