Common use of Damage Clause in Contracts

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, or so much thereof as to substantially cause the same condition they were Premises to be unusable in prior furtherance of the terms of the Manufacturing Services Agreement, are damaged by any casualty so as to such cause the Premises to be uninhabitable, and the damage (exclusive of any property or destruction; provided, however, that if (iimprovements installed by Tenant in the Premises) can be repaired in Landlord's ’s reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after without the occurrence payment of an amount more than 120% of the amount of insurance proceeds, Tenant shall waive all rights to any insurance proceeds therefor in favor of Landlord, and Landlord shall repair 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 as soon as practicable and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 shall continue in full force and effect. Landlord agrees to give Tenant written notice of termination to the other party within forty-five sixty (4560) days after the occurrence of any such damage or destruction. 19.2 destruction indicating the anticipated time period of such restoration (the “Repair Estimate”). If the Premises, or so much of thereof as to cause the Premises to be unusable in furtherance of the terms of the Manufacturing Services Agreement, are damaged by any casualty, and the damage (exclusive of any property or improvements installed by Tenant in the Premises) cannot be repaired in Landlord’s reasonable judgment within one hundred eighty (180) days without the payment of an amount more than 120% of the amount of insurance proceeds, Landlord may give Tenant written notice within thirty (30) days after Landlord delivers to Tenant its Repair Estimate of Landlord’s intention to terminate this Lease, in which event this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion terminate as 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 the occurrence of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 (a) If the Premises shall be damaged by fire or other casualty, the Building Landlord shall collect the proceeds of such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are totally or partially damaged or destroyed thereby rendering complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Premises totally or partially inaccessible or unusablewhich, then Landlord shall diligently repair and restore in the Building and, only to the extent insurance proceeds are made available from Tenant's insurerreasonable judgment, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed safely, economically or practically used for the operation of the Tenant's business. Anything herein to the contrary notwithstanding, if in the Tenant's reasonable judgment, any damage or destruction to the Premises from any cause whatsoever cannot be repaired within one hundred eighty (180) days after following the date such damage occurs, the Tenant may terminate this Lease by written notice to the Landlord given within ninety (90) days following the occurrence of such damage. In addition, if any 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) or (ii) twenty percent (20%) or more of to the Premises or fifty percent from any cause whatsoever cannot be repaired, in the Landlord's reasonable judgment, within one hundred eighty (50%180) or more of days following the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth (60th) day after date such damage or destruction by giving written notice of termination to occurs and the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Landlord elects not terminated as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease by written notice to the Tenant given within ninety (90) days after the date such damage occurred provided that no more than three (3) calendar years remain in the term hereof. Notwithstanding the foregoing, if at the time the Landlord gives such termination notice any of the renewal options provided for in the Lease have not yet been exercised and the Tenant exercises a renewal option within thirty (a30) days after receipt of the holder Landlord's termination notice, then this Lease shall not be terminated and the Landlord shall promptly commence restoration of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, the Premises. (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) In the cost event of repairing and restoring the Building would exceed fifty percent (50%) a termination of the replacement value Lease pursuant to this paragraph, all insurance proceeds payable by reason of damage under policies required to be carried hereunder (excluding any insurance proceeds attributable to damage to the BuildingTenant's inventory, whether trade fixtures, business or not leasehold improvements paid for by the Premises are damaged or destroyed, provided Tenant) shall be paid to the leases of all other tenants in the Building are similarly terminatedLandlord.

Damage. 19.1 If the Premises are damaged in whole or the Building are totally part because of fire or partially damaged other insured casualty (“Casualty”), or destroyed thereby rendering if the Premises totally are subject to a taking in connection with the exercise of any power of eminent domain, condemnation, or partially inaccessible purchase under threat or unusablein lieu thereof (any of the foregoing, a “Taking”), then unless this Lease is terminated in accordance with Section 15.2 below, Landlord shall diligently repair and restore the Building and, only to and/or the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, Premises to substantially the same condition they were as existed on the Term Commencement Date, or in prior the event of a partial Taking which affects the Building and the Premises, restore the remainder of the Building and the Premises not so Taker to such damage or destruction; providedsubstantially the same condition as is reasonably feasible. If, however, that if (i) in Landlord's ’s reasonable judgment judgment, any element of the Tenant-Insured Improvements can more effectively be restored as an integral part of Landlord’s restoration of the Building or the Premises, such repair restoration shall also be made by Landlord, but at Tenant’s sole cost and expense. Subject to rights of Mortgagees, delays caused by any of the Tenant Parties, Legal Requirements then in existence and to delays for adjustment of insurance proceeds or Taking awards, as the case may be, and instances of force majeure, Landlord shall substantially complete such restoration cannot be completed within one (1) year after Landlord’s receipt of all required permits therefor with respect to substantial reconstruction of at least 50% of the Building, or, 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 Landlord’s receipt of all required governmental permits) or (ii) twenty percent (20%) or more permits therefor in the case of restoration of less than 50% of the Building. Upon substantial completion of such restoration by Landlord, Tenant shall use diligent efforts to complete restoration of the Premises to substantially the same condition as existed immediately prior to such Casualty or fifty percent Taking, as the case may be, as soon as reasonably possible. Tenant agrees to cooperate with Landlord in such manner as Landlord may reasonably request to assist Landlord in collecting insurance proceeds due in connection with any Casualty which affects the Premises or the Building. In no event shall Landlord he required to expend more than the Net (50%hereinafter defined) or more of insurance proceeds Landlord receives for damage to the Premises and/or the Building is damaged and less than one (1) year would remain of or the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 Net Taking award attributable to the other party within forty-five Premises and/or the Building. “Net” means the insurance proceeds or Taking award actually paid to Landlord (45and not paid over to a Mortgagee) days after less all costs and expenses, including adjusters and attorney’s fees, of obtaining the occurrence of such damage or destruction. 19.2 If this Lease is terminated same. In the Operating Year in which a Casualty occurs, there shall be included in Building Operating Costs Landlord’s deductible under its property insurance policy. Except as Landlord may elect pursuant to this Section 19.1 above15.1, then all rent under no circumstances 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restorationdamage to, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Buildingmake any repairs to or replacements of, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedany Tenant-Insured Improvements.

Damage. 19.1 (a) If the Building, Land or Premises are damaged by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair other casualty and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 provided below, Landlord shall repair the damage or destructionat its expense (except for excess costs related to above-standard leasehold improvements in the Premises which shall be at Tenant's expense), then until such repair and restoration with reasonable promptness after notice to it of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Buildingdamage; provided, however, that Landlord (i) shall not be required to repair or restore the contents replace any of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used Tenant's property or installed in any alteration or improvements made by Tenant. If the Premises are damaged by fire or on behalf of Tenant and any other personal property of Tenantcasualty, and (ii) shall be required to repair and restore the improvements within the Premises only then to the extent that insurance proceeds for same the premises are made available from rendered untenantable, the Rent shall equitably abat▇ ▇▇▇m the date of the damage to the date the damage is repaired. If repairs are delayed in any way by Tenant or Tenant's insurer. Tenant Representatives, the damage shall not be entitled to any compensation or damages from Landlord deemed repaired for loss purposes of this Section on the use of the whole or any portion of the Premises or date when they would have been repaired but for any inconvenience or annoyance occasioned by any such damage, repair or restorationdelay. 19.3 Notwithstanding anything herein to (b) If the contraryBuilding, Landlord shall not be obligated to restore the Land or Premises are substantially damaged by fire or the Building and shall have the right to other casualty, landlord may terminate this Lease if by notice to Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such notice by which dated Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the date of termination. The Building, Land or Premises (awhether or not the Premises are damaged) the holder of any mortgage fails or refuses shall be deemed substantially damaged if: (1) Landlord is required to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty expend for repairs more than 20 percent (50%) of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance, with landlord's reasonable estimate within 180 days following the date of the damage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, whether Land or not Premises within 180 days after the Premises are damaged or destroyeddate of the casualty, provided the leases of all other tenants and if such failure has a material, adverse effect on Tenant's business in the Building are similarly terminatedPremises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. 19.1 If 21.1 In the event the Premises or the Building are totally Building, or partially any portion thereof, shall be damaged by fire or destroyed thereby rendering other casualty not caused by the Premises totally intentional or partially inaccessible negligent acts of Tenant or unusableTenant Parties, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from which damage substantially interferes with Tenant's insurer, the improvements within ’s use of the Premises, and provided that Tenant shall have promptly provided notice to substantially the same condition they were in prior to Landlord of such damage or destruction; provideddamage, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within this Lease shall terminate one hundred and eighty (180) days after the occurrence Landlord’s receipt of notice of such damage, unless Tenant receives written notice of Landlord’s election to repair said damage or destruction within such period of time, in which case this Lease shall continue in full force and effect. However, if Landlord is unable to repair said damage within two hundred and seventy (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal 270) days after Landlord’s receipt of debris, preparation notice of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairssuch damage, then either party Tenant shall have the right, at its sole option, right to terminate this the Lease as of the sixtieth (60th) day after such damage or destruction by giving upon written notice to Landlord of termination to the other party such election within forty-five (45) 15 days after the occurrence expiration of the two hundred and seventy (270) day period, unless Landlord has completed such damage or destruction. 19.2 work within such 15 day period. If this Lease is terminated pursuant to this Section 19.1 aboveand if an Event of Default has not occurred, then all rent Rent shall be apportioned prorated as of the date of termination of this Lease and the Security Deposit, if any, shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. In the event of any damage to the Building or the Premises to the extent of twenty-five percent (based 25%) or more of the replacement cost of either the Building or the Premises, or in the event the Project shall be damaged to the extent of twenty-five percent (25%) or more of the replacement aggregate cost thereof, Landlord may elect to terminate this Lease upon written notice to Tenant of such election within ninety (90) days after the occurrence of the event causing the damage. 21.2 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project, Building or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the provisions of Article 13 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment. 21.3 All insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for Tenant’s separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall in no case be entitled to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Provided that Tenant is not in default (after notice and opportunity to cure), during any period of time that all or a material 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 rendered untenantable as a result of such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurera casualty, the Premises are substantially complete, Tenant Rent shall be required to pay the Base Rent and Additional Rent only a▇▇▇▇ for the portion of the Premises that is usable while such repair untenantable and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If 10.1 In the Premises event of the majority of the particular Time-Share Lodge being: 10.1.1 in the opinion of the Directors destroyed to the extent that the Time-Share Lodge cannot be beneficially utilised, and there is insufficient insurance cover to erect a Time-Share Lodge in substitution of the destroyed Time- Share Lodge, the Directors shall, subject to 10.4, in their discretion be entitled to elect whether or not to continue with this Agreement, provided that it shall notify the Building are totally Holder not later than 3 (three) months after the date of the relevant damage to the Time-Share Lodge or Improvements of its decision and provided further that in the event of the Directors electing not to continue with this Agreement, the Company shall be obliged to buy back the Holders shares and allocated loan for an amount equal to a proportionate share of the amount recovered from the Company’s insurers and in the event of no insurance being received then for an amount equal to the par value of the share and the face value of the allocated loan; or 10.1.2 partially damaged or destroyed thereby rendering but so that the Premises totally Time-Share Lodges or partially inaccessible or unusableImprovements can be beneficially utilised, then Landlord this Agreement shall diligently not terminate, and the Company shall as soon as is reasonably practical, proceed to rebuild, repair and restore or reinstate the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage destroyed or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to Time-Share Lodge; Provided that: 10.1.2.1 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant Company shall be required obliged to pay expend only such amount as it recovers from its insurers; and 10.1.2.2 the Base Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and Company shall have the right to terminate this Lease if (a) vary the holder form of construction of the Time-Share Lodge provided the Holder has substantially the same accommodation, which the Holder hereby accepts. 10.2 The Holder shall have no claim against the Company for damages or compensation under any of the circumstances set out in 10.1 or upon the exercise by the Company of any mortgage fails of its rights in terms of 10.1: 10.2.1 arising by reason of his loss of his Time-Sharing Interest whether such loss be permanent or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) temporary; 10.2.2 arising by reason of the replacement value fact that the Time-Share Lodge was not insured or adequately insured even if such failure to insure or adequately insure arose from the negligence of the BuildingCompany or any of its agents or employees, whether or not but always subject to Section 19 of the Premises are damaged or destroyedShare Blocks Act; and 10.2.3 arising out of the winding up of the Company consequent upon the destruction of the Time-Share Lodges, save for claims (if any) especially provided the leases of all other tenants for in the Building are similarly terminatedCompany’s Articles of Association. 10.3 No provision in 10.1, must be so interpreted to relieve the Holder of any liability to the Company if such damage or destruction referred to in this clause arises as a result of any negligence on the part of the Holder or arises from a breach of this Agreement by the Holder. 10.4 In the event of 10.1.1 applying the Company may only by special resolution be entitled to wind up the Company.

Damage. 19.1 If the Premises all or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more part of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of the Lease Term time that all or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the a material 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 rendered untenantable as a result of such damage a fire or destructionother casualty, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only Tenant Reimbursement Amount shall ▇▇▇▇▇ for the portion of the Premises that is usable while such repair untenantable and restoration are being madenot used by Tenant. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if if: (a) the holder i)the Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would shall be required at a cost that will exceed fifty percent (50%) 35% of the replacement value of the Building, Building prior to the fire or other casualty (whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in has been damaged); (ii) Landlord is not permitted by Law to rebuild the Building are similarly terminatedin substantially the same form as existed before the fire or casualty; or (iii) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Also, in connection with the casualty, the waivers in Section 11(g) will apply.

Damage. 19.1 If 22.1 In the event the Premises or the Building, or any portion thereof, shall be damaged by fire or other casualty, which damage substantially interferes with Tenant’s use of the Premises, this Lease shall terminate one hundred eighty (180) days after the date of such damage, unless ▇▇▇▇▇▇ receives written notice from Landlord within thirty (30) days after the occurrence of such damage that Landlord will repair said damage within such period of time, in which case this Lease shall continue in full force and effect. If this Lease is terminated pursuant to this Section, Rent shall be prorated as of the date of the casualty event and the Security Deposit shall be returned to Tenant, less any offsets permitted hereunder, and all rights and obligations under this Lease shall cease and terminate, except as to those that are stated herein to survive expiration of the Lease Term or termination of this Lease. 22.1 [Intentionally omitted]. 22.3 In the event of any damage to the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration canrepairs will not be completed within one hundred eighty (180) days after the occurrence date of such damage damage, or destruction (taking into account in the time needed for effecting a satisfactory settlement with any insurance company involved, removal event the Project shall be damaged to the extent of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty twenty-five percent (2025%) or more of the Premises replacement aggregate cost thereof, either Landlord or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, Tenant may elect to terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving upon written notice of termination to the other party of such election within forty-five ninety (4590) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then the event causing the damage. Rent and all rent other costs shall be apportioned (based on equitably abated for the period during which the Premises are untenantable. To the extent and during the time that only a portion of the Premises which is usable after such damage or destruction) are tenantable 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that Tenant is able to conduct its business therefrom in a reasonable, prudent, and businesslike manner without interference, Tenant will receive a fair diminution of Rent based on an estimated percentage of unusable space in the Premises. 22.4 Landlord’s repairs pursuant to the provisions of this Article, if any, shall be limited to such repairs as are necessary to place the Project, Building or Premises in the condition existing on the Commencement Date, and when placed in such condition the Project, Building and Premises shall be deemed restored and rendered tenantable and Tenant, at its sole expense, shall immediately perform, in accordance with the provisions of Article 14 hereof, entitled “Alterations; Mechanic’s Liens,” any additional work required and repair or replace its stock in trade, fixtures, furniture, furnishings and equipment. 22.5 All insurance proceeds payable under any fire and/or rental interruption insurance shall be paid solely to Landlord, and Tenant shall have no interest therein. Insurance proceeds for same are made available from Tenant's insurer’s separate insured interest, such as renter’s insurance or business interruption insurance, shall be payable to Tenant. Tenant shall not in no case be entitled to compensation for damages on account of any compensation annoyance or damages from Landlord for loss inconvenience in making repairs under any provision of this Lease. 22.6 Except to the extent provided in this Article, neither the Rent payable by Tenant nor any of Tenant’s obligations under any provision of this Lease shall be affected by any damage to or destruction of the use of the whole Project, Building or Premises, or any portion of the Premises or for any inconvenience or annoyance occasioned thereof, by any such damage, repair or restorationcause whatsoever. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage shall be destroyed or destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage damaged by fire or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completeany other casualty, Tenant shall be required immediately give notice thereof 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 madeLandlord. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or If any portion of the Premises or for Project shall be destroyed or damaged by fire or any inconvenience or annoyance occasioned by any such damageother casualty, repair or restoration. 19.3 Notwithstanding anything herein to the contrarythen, Landlord unless this Lease is terminated in accordance with this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall not be obligated proceed with reasonable diligence to restore and repair the portion of the Premises or Project damaged. If the Building Premises are rendered untenantable for more than five (5) consecutive Business Days in whole or in material part by reason of such casualty (subject to the limitation of Paragraph 21(b)), Tenant as its sole and exclusive remedy shall have be entitled to an equitable abatement of the right Rent hereunder (subject to terminate this Lease if the limitation in Paragraph 21(c) below) until such time as the damaged portion of the Premises (exclusive of any of Tenant’s Property or Tenant’s improvements) are repaired or restored by Landlord to the extent required hereby. In the event (a) the holder of any mortgage fails Building shall be destroyed or refuses to make substantially damaged by a casualty that is not covered by Landlord’s insurance proceeds available 7for such repair and restorationwould not have been covered if Landlord had maintained the insurance required by this Lease, or (b) zoning or other applicable laws or regulations do not permit such repair and restorationthe entire Building is destroyed, or (c) the cost if so much of repairing and restoring the Building would exceed fifty percent is destroyed that the same cannot be restored to substantially the condition existing prior to such casualty within two hundred seventy (50%270) days after the date thereof, then Landlord or Tenant may terminate this Lease by written notice to the other within sixty (60) days after the date of such casualty whereupon all Rent accrued up to the replacement value time of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all such termination and any other tenants in the Building are similarly terminatedsums due and owing shall be paid by Tenant to Landlord (less any sums then due and owing Tenant by Landlord) and any remaining sums due and owing by Landlord to Tenant shall be paid to Tenant.

Damage. 19.1 (a) If the Leased Premises is damaged by fire or other catastrophe, either party may take reasonable steps to secure undamaged property from theft and additional damage. (b) Except as provided in subsection (e), Landlord shall repair all damage to the Leased Premises and the Building are totally or partially damaged or destroyed thereby rendering including the Premises totally or partially inaccessible or unusable, then improvements installed by any tenant(s) of the Building. Landlord shall commence the repair as soon as reasonably possible after the damage and shall diligently prosecute the repair until completion. (c) Rent shall ▇▇▇▇▇ from the date of the damage to the earlier to occur of (i) the 30th day after the repair has been substantially completed and restore the Building andentire Leased Premises are available to Tenant and suitable for the Intended Uses; or (ii) the date Tenant resumes operation of its business throughout the entire Leased Premises. If the Leased Premises are repaired such that they are partially tenantable and Tenant determines to operate from the tenantable portion, Rent shall ▇▇▇▇▇ only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were and in prior to such damage or destruction; provided, however, that if (i) 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 proportion with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Building that is not reasonably usable for the operation of Tenant's business consistent with Tenant's past practice. (i) Notwithstanding the foregoing, except as provided in subsection (e), if Landlord fails to substantially complete the repair within 180 days of the date the damage occurs, or if the damage occurs in the last 36 months of the term, Tenant may elect to terminate the Lease and surrender the Leased Premises which to Landlord. If Landlord has not substantially completed the repairs within 180 days of the date the damage occurred and if Tenant terminates this Lease pursuant to this subsection (d), Landlord agrees to immediately pay Tenant the then unamortized cost of Tenant's investment in the Leased Premises as of the date Tenant elects to terminate the Lease, and Landlord's obligation shall survive the termination of the Lease. This Section shall govern in lieu of Section 227 of the Real Property Law. (ii) The following is usable after an example of amortization; it is not intended to create or limit rights pursuant to this Lease. If X invests $100 in a leased premises on or before the commencement of the term of a 10 year lease, the investment would be amortized over the term at the rate of $10.00 per year. If X invests $800 as of the end of the second year of a 10 year lease, the investment is amortized over the remainder of the term at the rate of $100 per year. As of the end of the sixth year of the lease, the then unamortized amount of X's investment is $40 plus $400 for a total of $440. (e) If the Leased Premises is damaged by fire or other catastrophe and Landlord has not yet physically commenced the repair in a bona fide manner (excluding securing of damaged property in accordance with subsection (a)), Tenant may request Landlord approve Tenant's performance of the repair of the damage in Landlord's stead. Landlord shall not unreasonably withhold its approval. Tenant shall not be deemed to have made such damage or destruction) request unless Tenant sends written notice of the request to Landlord. If Tenant requests Landlord's approval to repair the damage, and paid Landlord approves, Tenant and not Landlord shall perform Landlord's repair obligations pursuant to subsection (b), and Tenant shall be deemed to have waived its right to terminate the Lease pursuant to the date of termination. If this Lease is not terminated preceding subsection (d) as a result of such the particular fire or other catastrophe or the failure to complete its repair (but not as to any subsequent fire or catastrophe). If Tenant repairs the damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completepursuant to this subsection (e), Tenant shall be required commence the repair as soon as practicable after Landlord has approved performance by the Tenant and shall diligently prosecute the repair until it has been completed. If Tenant performs the repair, Landlord agrees to pay the Base Rent and Additional Rent only Tenant for the portion costs paid or incurred by Tenant in performing the repair on or before the fifteenth day after Tenant has sent a statement requesting the reimbursement including bills or other documents reasonably supporting the request. This includes all costs and expenses for all labor, materials, overhead, contractor profit, and all other costs and expenses paid or incurred by Tenant for the repair including the amounts paid or incurred with respect to any contractors hired by Tenant to perform the work. After the commencement of the Premises that is usable while such repair repair, Tenant may ▇▇▇▇ Landlord periodically or from time to time for costs and restoration are being madeexpenses paid or incurred by Tenant through the date of the statement. A payment shall be due Tenant on or before the fifteenth day after Tenant has sent Landlord a statement requesting the payment. If Tenant performs repairs in accordance with this subsection (e), Landlord shall bear the expenses cause any mortgagee of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed any interest in the Premises Land and/or Building to apply any insurance proceeds in its possession arising from insurance maintained by or on behalf of Landlord to be promptly paid directly to the Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only on Landlord's behalf to the extent that insurance proceeds for same are made available from Tenantnecessary to satisfy Landlord's insurer. Tenant payment obligations pursuant to this Lease, but Landlord's payment or performance obligations shall not be entitled deemed limited to the proceeds of any compensation insurance policy maintained by or damages from Landlord for loss on behalf of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restorationLandlord. 19.3 (f) Notwithstanding anything herein in subsection (e) to the contrary, if Landlord shall not be obligated fails to restore commence, continuously prosecute the Premises performance with due diligence, or complete a repair, and the Building and shall have the right failure becomes an Event of Default, Tenant may nevertheless exercise its remedies pursuant to terminate this Lease if (a) including performing the holder of any mortgage fails or refuses repair at Landlord's expense and on Landlord's behalf in order to make insurance proceeds available 7for such repair cure Landlord's default and restoration, (b) zoning or including Tenant's other applicable laws or regulations do not permit such repair rights and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedremedies pursuant to Section 13.2.

Damage. 19.1 18.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty and twenty (180120) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one six (16) year months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 18.2 If this Lease is terminated pursuant to Section 19.1 18.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Premises and the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterationsalterations-, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 18.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If the Premises all or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more part of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of the Lease Term time that all or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the a material 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 rendered untenantable as a result of such damage a fire or destructionother casualty, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required to pay the Base Rent and Additional Rent only Tenant Reimbursement Amount shall ▇▇▇▇▇ for the portion of the Premises that is usable while such repair untenantable and restoration are being madenot used by Tenant. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if if: (ai) the holder Building shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent shall be required (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in has been damaged); (ii) Landlord is not permitted by Law to rebuild the Building are similarly terminatedin substantially the same form as existed before the fire or casualty; (iii) the Premises have been materially damaged and there is less than two (2) years of the Term remaining on the date of the casualty; (iv) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (v) a substantial uninsured loss to the Building occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within ninety (90) days after the date of casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Premises. However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage.

Damage. 19.1 If the Premises or the tile Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one six (16) year months would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the tile Premises which is usable after such damage or destruction) and paid to the tile 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 Building and, provided insurance proceeds for the replacement of the tile improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; tile Building-, provided, however, that Landlord (i) shall not be required to repair or restore the contents of the tile Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on oil behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the tile use of the tile whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease I-ease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the tile replacement value of the tile Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated. 19.4 If, after electing to restore the Premises, Landlord does not complete the restoration 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), Tenant shall have the right to terminate this Lease by delivering written notice to Landlord thereof within thirty (30) days after such 180-day period.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering in whole or in part by any fire or other casualty during the Premises totally or partially inaccessible or unusableTerm hereof, then Landlord shall diligently will repair and restore the Building and, only same to the extent insurance proceeds are made available from Tenant's insurergood tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the improvements within rent herein provided for shall a▇▇▇▇ entirely in case the Premisesentire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, to substantially in case a part only is untenantable, until the same condition they were in prior shall be restored to a tenantable condition. If such damage or destruction; providedrepairs cannot, however, that if (i) in Landlord's ’s reasonable judgment such repair and restoration cannot opinion, be completed within one made with two hundred eighty seventy (180270) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairsdays, then either party Landlord or Tenant (without payment of the Termination Fee) shall have the right, at its sole optionby written notice given to the other within seventy five (75) days after the date of the damage or destruction, to terminate this Lease as of the sixtieth (60th) day date of the damage or destruction and any rent attributable to a period of time after such damage or destruction shall be remitted by giving Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of termination the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the other party extent of more than one-half (1/2) of the full insurable value thereof, Landlord may at its option terminate this Lease forthwith by a written notice to Tenant within forty-forty five (45) days after the occurrence date of such the damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 (a) If the Demised Premises are damaged by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurerother casualty, the improvements within same shall be repaired or rebuilt as speedily as practical under the Premisescircumstances at the expense of the Landlord, to substantially unless this Lease is terminated as provided in this Section 8, and during the same condition they were in prior to such damage period required for restoration, a just and proportionate part of Rent shall be abated until the Demised Premises are repaired or destruction; provided, however, that if rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's reasonable judgment such repair and restoration cannot judgment, be completed within one hundred eighty twenty (180120) days after the occurrence date 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) casualty or (ii) twenty percent damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (20%iii) damaged or more destroyed during the last twelve (12) months of the Premises Lease Term, or fifty percent (50%) or more of if the Building is damaged and less than one in whole or in part (1) year would remain of whether or not the Lease Term or any renewal thereof upon completion of Demised Premises are damaged), to such an extent that the repairsBuilding cannot, in Landlord's judgment, be operated economically as an integral unit, then either party shall have the right, and in any such event Landlord may at its sole option, to option terminate this Lease as of the sixtieth (60th) day after such damage or destruction by giving written notice of termination in writing to the other party Tenant within forty-five (45) days after the occurrence date of such damage or destruction. 19.2 occurrence. If this Lease is terminated pursuant the Demised Premises are damaged to Section 19.1 abovesuch an extent that repairs cannot, then all rent shall in Landlord's judgment, be apportioned completed within one hundred twenty (based on the portion of the Premises which is usable 120) days after such damage or destruction) and paid to the date of termination. If the casualty or if the Demised Premises are substantially damaged during the last twelve (12) months of the Lease Term, then in either such event Tenant may elect to terminate this Lease is by notice in writing to Landlord within fifteen (15) days after the date of Landlord's election notice to Tenant, advising Tenant as to whether the repairs to the Demised Premises can or cannot terminated be completed within such one hundred eighty day period after the date of the casualty. Unless Landlord or Tenant elects to terminate this Lease as a result hereinabove provided, this Lease will remain in full force and effect and Landlord shall repair such damage at its expense to the extent required under subparagraph (c) below as expeditiously as possible under the circumstances. (c) If Landlord should elect or be obligated pursuant to subparagraph (a) above to repair or rebuild because of such any damage or destruction, then until Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense. If the cost of performing such repair and restoration repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if Landlord's mortgagee or the Building and, provided lessor under a ground or underlying lease shall require that any insurance proceeds for the replacement from a casualty loss be paid to it, Landlord may terminate this Lease unless Tenant, within fifteen (15) days after demand therefor, deposits with Landlord a sum of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required money sufficient 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) difference between the cost of repairing repair and restoring the Building would exceed fifty percent (50%) proceeds of the replacement value insurance available to Landlord for such purpose. (d) In no event shall Landlord be liable for any loss or damage sustained by Tenant, nor shall Tenant be liable for any loss or damage sustained by Landlord, by reason of the Building, whether casualties mentioned hereinabove or not the Premises are damaged or destroyed, provided the leases of all any other tenants in the Building are similarly terminatedaccidental casualty.

Damage. 19.1 If Except as otherwise provided in this Lease, if the improvements located on the Premises are damaged and such damage was caused by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother peril covered by HOLA’s insurance, then Landlord shall diligently HOLA agrees to repair and restore the Building and, only such damage to the extent insurance proceeds set forth in this Section, and this Lease shall continue in full force and effect. If (1) such improvements are made available from Tenant's insurerdamaged as the result of any cause other than perils covered by HOLA’s insurance, or (2) during the last twenty (20) years of the Term of this Lease such improvements within are damaged as the Premisesresult of fire or other perils covered by HOLA’s insurance, and the cost to substantially repair such damages (as determined by HOLA in good faith) shall exceed thirty-five percent (35%) of the same condition they were in prior full replacement cost of the improvements, or (3) during the last ten (10) years of the Term of this Lease such improvements are damaged as a result of fire or other peril covered by HOLA’s insurance, and the cost to repair such damage or destruction; provided(as determined by HOLA in good faith) shall exceed fifteen percent (15%) of the full replacement cost of the improvements, howeverthen HOLA may, that if at HOLA’s option, either (i) repair such damage as soon as reasonably practicable at HOLA’s sole cost and expense, in Landlord's reasonable judgment such repair which event this Lease shall continue in full force and restoration cannot be completed effect, or (ii) give written notice to CITY within one hundred eighty ninety (18090) days after the date of 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 HOLA’s intention to cancel and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party shall have the right, at its sole option, to terminate this Lease as of the sixtieth thirty (60th30) day days after such damage or destruction by giving written notice of termination the intention to cancel and terminate. Upon such termination, HOLA shall, ifrequested by CITY, complete demolition ofthe damaged Center or other damaged improvement. Notwithstanding the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 aboveforegoing, then all 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 destructionwhile any Leasehold Mortgage remains outstanding, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for following a casualty and the determination to replace any damaged improvements shall be governed by the Leasehold Mortgage and any documents related to such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminatedLeasehold Mortgage.

Damage. 19.1 (a) If the Building, Land or Premises are damaged by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair other casualty and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 provided below, Landlord shall repair the damage or destructionat its expense (except for excess costs related to above-standard leasehold improvements in the Premises which shall be at Tenant's expense), then until such repair and restoration with reasonable promptness after notice to it of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Buildingdamage; provided, however, that Landlord (i) shall not be required to repair or restore the contents replace any of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used Tenant's property or installed in any alteration or improvements made by Tenant. If the Premises are damaged by fire or on behalf of Tenant and any other personal property of Tenantcasualty, and (ii) shall be required to repair and restore the improvements within the Premises only then to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises are rendered untenantable, the Rent shall equitably (b) If the Building, Land or for any inconvenience Premises are substantially damaged by fire or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contraryother casualty, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to may terminate this Lease if by notice to Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the date of termination. The Building, Land or Premises (awhether or not the Premises are damaged) the holder of any mortgage fails or refuses shall be deemed substantially damaged if: (1) Landlord is required to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty expend for repairs more than 20 percent (50%) of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, whether Land or not Premises within 180 days after the Premises are damaged or destroyeddate of the casualty, provided the leases of all other tenants and if such failure has a material, adverse effect on Tenant's business in the Building are similarly terminatedPremises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. 19.1 If (a) Except as provided below, in case of damage to the Premises by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother insured casualty, then Landlord shall diligently repair the damage. Such repair work shall be commenced promptly following notice of the damage and restore completed with due diligence, taking into account the Building and, only time required for Landlord to the extent effect a settlement with and procure insurance proceeds are made available from Tenant's the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord's reasonable control. (b) Notwithstanding the improvements within the Premisesforegoing, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment such (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration canwork would require more than one hundred eighty (180) consecutive days to complete after the casualty (assuming normal work crews not engaged in overtime) or (ii) the casualty occurs in the last Lease Year of the Term and Tenant has not exercised a renewal right, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (10) days of Tenant's receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the insurance proceeds received by Landlord (or the proceeds Landlord would have received had Landlord carried the insurance required to be maintained by Landlord under Section 15(d) as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage which encumbers any part of the Premises or Building, or if the nature of loss is not covered by Landlord's insurance coverage, Landlord may elect either to (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. (d) In the event Landlord has not completed restoration of the Premises within one hundred eighty (180) days after from the occurrence date of casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord's control, Tenant may terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 180 day period (as extended for reasons beyond Landlord's control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for legal occupancy. If Landlord does substantially complete such work within such time period, Landlord shall complete all punch list items within sixty (60) days thereafter, provided such items can be completed within such time and if not, within a reasonable time thereafter provided Landlord is diligently pursuing such completion. (e) In the event of 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) or (ii) twenty percent (20%) or more of to the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairspart thereof, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially complete, Tenant shall be required obligation to pay the Base Fixed Rent and Additional Rent only for the portion of the Premises that is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation equitably adjusted or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restorationabated. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 (a) If the Building, Land or Premises are damaged by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair other casualty and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 provided below, Landlord shall repair the damage or destructionat its expense (except for excess costs related to above- standard leasehold improvements in the Premises which shall be at Tenant's expense), then until such repair and restoration with reasonable promptness after notice to it of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Buildingdamage; provided, however, that Landlord (i) shall not be required to repair or restore the contents replace any of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used Tenant's property or installed in any alteration or improvements made by Tenant. If the Premises are damaged by fire or on behalf of Tenant and any other personal property of Tenantcasualty, and (ii) shall be required to repair and restore the improvements within the Premises only then to the extent that insurance proceeds for same the Premises are made available rendered untenantable, the Rent shall equitably ▇▇▇▇▇ from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss the date of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein damage to the contrarydate the damage is repaired. If repairs are delayed in any way by Tenant (b) If the Building, Land or Premises are substantially damaged by fire or other casualty, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to may terminate this Lease if by notice to Tenant within 90 days after the date of the damage and this Lease shall terminate upon the 30th day after such notice by which date Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be equitably prorated to the date of termination. The Building, Land or Premises (awhether or not the Premises are damaged) the holder of any mortgage fails or refuses shall be deemed substantially damaged if: (1) Landlord is required to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty expend for repairs more than 20 percent (50%) of the replacement value of the Building immediately prior to the damage, or (2) repair is not possible in accordance with Landlord's reasonable estimate within 180 days following the date of the damage. (c) If this Lease has not been terminated and Landlord does not substantially complete the repair or restoration of the Building, whether Land or not Premises within 180 days after the Premises are damaged or destroyeddate of the casualty, provided the leases of all other tenants and if such failure has a material, adverse effect on Tenant's business in the Building are similarly terminatedPremises, Tenant may (provided such failure is not due to any fault of Tenant or Tenant's Representatives) terminate this Lease by notice to Landlord given within 10 days after the end of the 180-day period. Termination shall be effective 30 days after such notice is given unless Landlord shall substantially complete the repair or restoration within the 30-day period, in which case Tenant's notice of termination shall be deemed withdrawn. This Section is intended to provide the only remedies available to Tenant for damage caused by casualty and, therefore, to the extent permitted by Law, Tenant waives the provisions of any Laws which would provide alternative or additional remedies in the event of such damage.

Damage. 19.1 If In the Premises or event that the Building or Premises are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusablefor any reason whatsoever and Tenant is unable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from in Tenant's insurer, the improvements within the Premisesreasonable business judgement, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence carry on its normal business operations for a period 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-forty five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 abovemore, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abat▇ (▇▇ any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the holder occurrence of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, damage; (b) zoning or other applicable laws or regulations do not permit such repair performed in a diligent and restoration, or workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) the cost completed by Landlord at Landlord's sole expense with a minimum of repairing and restoring the Building would exceed fifty percent (50%) interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the replacement value of the Buildingabove obligations in strict compliance therewith, whether then Tenant may, but shall not be required to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or not the Premises are damaged other payment due or destroyed, provided the leases of all other tenants in the Building are similarly terminatedto become due hereunder.

Damage. 19.1 If a. Except as provided below, in case of damage to the Premises by fire or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableother insured casualty, then Landlord shall diligently repair and restore the Building anddamage, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, provided however, that Landlord's obligation to repair any Alterations performed by Tenant after the Commencement Date shall be subject to Tenant complying with the terms of Paragraph 18(g) below. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the time required for Landlord to effect a settlement with and procure insurance proceeds from the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord's reasonable control. b. Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment such (to be communicated to Tenant within sixty (60) days from the date of the casualty), the repair and restoration cannot be completed within one work would require more than two hundred eighty ten (180210) consecutive days to complete after the occurrence of such damage or destruction casualty (taking into account the time needed for effecting a satisfactory settlement with any insurance company involvedassuming normal work crews not engaged in overtime), removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent if more than thirty (2030%) or more percent of the Premises or fifty percent (50%) or more total area of the Building is damaged and less than one extensively damaged, or (1iii) year would remain the casualty occurs in the last Lease Year of the Lease Term or any and Tenant has not exercised a renewal thereof upon completion of the repairsright, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to the other within ten (a10) days of Tenant's receipt of the holder notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. c. If the insurance proceeds received by Landlord as dictated by the terms and conditions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficient to pay for repairing the damage or are required to be applied on account of any mortgage fails which encumbers any part of the Premises or refuses Building, or if the nature of loss is not covered by Landlord's fire insurance coverage, Landlord may elect either to make (i) repair the damage as above provided notwithstanding such fact or (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. d. In the event Landlord has not completed restoration of the Premises within two hundred ten (210) days from the date of casualty (subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord's control, Tenant may, so long as such delay is not caused, in whole or in part, by Tenant, terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 210 day period (as extended for reasons beyond Landlord's control as provided above) unless, within thirty (30) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, in the event Tenant is responsible for the aforesaid casualty, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. e. In the event of damage or destruction to the Premises or any part thereof, Tenant's obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated. f. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of any damage or destruction. Accordingly, the parties hereby waive the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 (and any successor statutes thereof permitting the parties to terminate this Lease as a result of any damage or destruction). g. In the event of any damage or destruction of all or any part of the Premises, Tenant shall immediately deliver to Landlord all insurance proceeds available 7for such repair received by Tenant with respect to the all Alterations performed by Tenant in the Premises after the Commencement Date (excluding proceeds for Tenant's furniture and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Buildingpersonal property), whether or not this Lease is terminated as permitted in this Article 18, and Tenant hereby assigns to Landlord all rights to receive such insurance proceeds. If, for any reason (including Tenant's failure to obtain insurance for the Premises full replacement cost of the Alterations which Tenant is required to insure under this Lease), Tenant fails to receive insurance proceeds covering the full replacement cost of such Alterations which are damaged damaged, Tenant shall be deemed to have self-insured the replacement cost of such Alterations, and upon any damage or destroyeddestruction thereto, provided Tenant shall immediately pay to Landlord the leases full replacement cost of all other tenants in the Building are similarly terminatedsuch items, less any insurance proceeds actually received by Landlord from Landlord's or Tenant's insurance with respect to such items.

Damage. 19.1 If In the Premises or event that the Building or Premises are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusablefor any reason whatsoever and Tenant is unable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premisesin Tenants reasonable business judgement, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence carry on its normal business operations for a period 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-forty five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, the Premises are substantially completemore, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if by giving written notice of such termination to the Landlord no later than thirty (30) days after the occurrence of such damage. Upon such termination, Tenant's obligations hereunder and each of them, including the obligation to pay rent, shall cease and determine as of the day the Premises were so damaged. If in Tenant's reasonable business judgement, it is unable to carry on its normal business operations for a period of less than forty five (45) days because of such damage, rent shall abat▇ (▇▇ any free rent period provided for in Paragraph 3 hereof shall be extended) for the period the Premises are untenantable. In the event the Premises are partially damaged by fire or other casualty and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion of the Premises which Tenant in its determination may reasonably occupy during the time required to make repairs. All repairs necessary to restore the Premises to its original condition shall be: (a) commenced within thirty (30) days after the holder occurrence of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, damage; (b) zoning or other applicable laws or regulations do not permit such repair performed in a diligent and restoration, or workmanlike manner with material of at least the same quality utilized originally in the construction of the Premises; (c) the cost completed by Landlord at Landlord's sole expense with a minimum of repairing and restoring the Building would exceed fifty percent (50%) interference with Tenant's normal business operations. If in Tenant's determination Landlord shall not have performed any of the replacement value of the Buildingabove obligations in strict compliance therewith, whether then Tenant may, but shall not be requited to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or not the Premises are damaged other payment clue or destroyed, provided the leases of all other tenants in the Building are similarly terminatedto become due hereunder.

Damage. 19.1 In the case of the total destruction of the Leased Premises by fire, other casualties, the elements, or other cause, or of such damage thereto as shall render the same totally unfit for occupancy by County for more than one hundred twenty(120) days, this Lease, upon surrender and delivery to Landlord by County of the Leased Premises, together with the payment of the Annual Rent to the date of such occurrence and a proportionate part thereof to the date of damage, shall terminate, and the parties shall have no further obligations or liabilities under this Lease from the date of said termination, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. If the Leased Premises are rendered partly untenantable by any cause mentioned in the preceding sentence, Landlord shall, at its own expense, within one hundred twenty (120) days from the date of the damage restore the Leased Premises with reasonable diligence, including without limitation modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, and the rent shall be abated proportionately for the period of said partial untenantability and until the Leased Premises are fully restored by Landlord to the prior or better condition. Notwithstanding the terms of the foregoing paragraph, Landlord may elect not to rebuild and/or restore the Leased Premises and/or Building and instead terminate this Lease by notifying County in writing of such termination within sixty (60) days after the date of damage, such notice to include a termination date giving County ninety (90) days, from the date of said notice, to vacate the Leased Premises. Notwithstanding the foregoing, Landlord may elect this option of termination only if the Building is damaged by fire or other casualty or cause, whether or not the Leased Premises are totally affected, and one or partially damaged or destroyed thereby rendering more of the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within the Premises, to substantially the same condition they were in prior to such damage or destruction; provided, however, that if following conditions is present: (i) in Landlord's reasonable judgment such repair and restoration repairs cannot reasonably be completed within one hundred eighty twenty (180120) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destruction) and paid to from the date of termination. If this Lease is not terminated as a result of damage (when such damage or destruction, then until such repair and restoration of the Building and, provided insurance proceeds for the replacement of the improvements within the Premises repairs are made available from Tenant's insurerwithout the payment of overtime or other premiums), 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails on the Building or refuses ground or underlying lessor with respect to make the Property and/or the Building shall require that the insurance proceeds available 7for such repair and restorationor any portion thereof be used to retire the mortgage debt, (b) zoning or other applicable laws shall terminate the ground or regulations do not permit such repair and restorationunderlying lease, as the case may be, or (ciii) the cost of repairing and restoring damage is not fully covered, except for deductible amounts, by Landlord’s insurance policies. In addition, if the Leased Premises or the Building would exceed fifty percent (50%) is destroyed or damaged to any substantial extent during the year of the replacement value Term, then notwithstanding anything contained in this Section, Landlord or County shall have the option to terminate this Lease by giving written notice to the other of the Buildingexercise of such option within thirty (30) days after such damage or destruction, whether or not in which event this Lease shall terminate as of the Premises are damaged or destroyeddate of such notice. Upon any such termination of this Lease pursuant to this section, provided County shall pay the leases Annual Rent and Operating Expenses properly apportioned up to such date of termination, and thereafter both parties shall be released and discharged of all other tenants further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the Building are similarly terminatedexpiration or earlier termination of the Term.

Damage. 19.1 If the Premises or the Building are totally or partially damaged or destroyed thereby rendering in whole or in part by any fire or other casualty during the Premises totally or partially inaccessible or unusableTerm hereof, then Landlord shall diligently will repair and restore the Building and, only same to the extent insurance proceeds are made available from Tenant's insurergood tenantable condition with reasonable dispatch (not to exceed two hundred seventy (270) days), the improvements within rent herein provided for shall ▇▇▇▇▇ entirely in case the Premisesentire Premises are untenantable and prorata on an equitable basis for the portion rendered untenantable, to substantially in case a part only is untenantable, until the same condition they were in prior shall be restored to a tenantable condition. If such damage or destruction; providedrepairs cannot, however, that if (i) in Landlord's ’s reasonable judgment such repair and restoration cannot opinion, be completed within one made with two hundred eighty seventy (180270) 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) or (ii) twenty percent (20%) or more of the Premises or fifty percent (50%) or more of the Building is damaged and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairsdays, then either party Landlord or Tenant (without payment of the Termination Fee) shall have the right, at its sole optionby written notice given to the other within seventy five (75) days after the date of the damage or destruction, to terminate this Lease as of the sixtieth (60th) day date of the damage or destruction and any rent attributable to a period of time after such damage or destruction shall be remitted by giving Landlord to Tenant. Landlord shall, within forty five (45) days after such damage or destruction give Tenant written notice as to whether, in Landlord’s reasonable opinion, the Premises can be restored within two hundred seventy (270) days after the date of termination the damage or destruction. If neither party elects to terminate this Lease pursuant to this Section 11.01, Landlord shall repair the Premises in accordance with this Section 11.01. The foregoing shall be subject to all of the following: (i) if Tenant shall fail to adjust its own insurance or to remove its damaged goods, wares, equipment or property within a reasonable time, and as a result thereof the repairing and restoration is delayed, there shall be no abatement of rental during the period of such resulting delay; (ii) that there shall be no abatement of rental if such fire or other cause damaging or destroying the Premises shall result from the negligence or willful act of Tenant, its agents, servants, licensees, or employees; (iii) that if Tenant shall use any part of the Building other than the Premises for storage, during the period of repair, a reasonable charge shall be made therefore against Tenant; (iv) that in case the Premises or the Building shall be destroyed to the other party extent of more than one-half (1/2) of the full insurable value thereof, Landlord may at its option terminate this Lease forthwith by a written notice to Tenant within forty-forty five (45) days after the occurrence date of such the damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all 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 Building and, provided insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant and any other personal property of Tenant, and (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Building, whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the Building are similarly terminated.

Damage. 19.1 If Risk of loss up to and including the Premises Closing Date shall be borne by Sellers except as expressly set forth herein. In the event of any “Material Damage” (as defined below) to or destruction of the Building are totally Property or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusableany portion thereof, then Landlord shall diligently repair and restore the Building andBuyer may, only at its option, by notice to the extent insurance proceeds are made available from Tenant's insurer, the improvements Sellers (with a copy to Escrow Holder) given within the Premises, to substantially the same condition they were ten (10) Business Days after Sellers notifies Buyer in prior to such damage or destruction; provided, however, that if (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence writing of such damage or destruction (taking into account and if necessary the time needed for effecting a satisfactory settlement with Closing Date shall be extended to give Buyer the full 10-day period to make such election): (i) terminate this Agreement, in which event Escrow Holder shall, upon receipt of Buyer’s notice to terminate this Agreement, return the Deposit (less the Independent Contract Consideration) to Buyer and the parties shall have no further obligations hereunder (except the indemnity obligations of each party, which shall survive indefinitely and any insurance company involvedother obligations set forth herein which expressly survive the termination of this Agreement), removal of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more proceed under this Agreement with no adjustment of the Premises or fifty percent Purchase Price, receive any insurance proceeds (50%) or more of the Building is damaged including any rent loss insurance applicable to any period on and less than one (1) year would remain of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction. 19.2 If this Lease is terminated pursuant to Section 19.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or destructionClosing Date) and paid to the date of termination. If this Lease is not terminated due Sellers as a result of such damage or destructiondestruction and assume responsibility for such repair, then until such repair and restoration of the Building and, provided Buyer shall receive a credit at Closing for any deductible amount under said insurance proceeds for the replacement of the improvements within the Premises are made available from Tenant's insurer, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) shall not be required to repair or restore the contents of the Premises, including without limitation, alterations, decorations, furnishings, fixtures and equipment used or installed in the Premises by or on behalf of Tenant policies and any other personal property of Tenant, and uninsured or underinsured loss. If Buyer elects (ii) above, Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers. If the Property is not materially damaged, then the parties shall be required proceed to repair Closing as provided in clause (ii) above. “Material damage” and restore “Materially damaged” means damage (w) resulting in the improvements within the Premises only Property not complying with all legal requirements applicable to the extent Property, (x) reasonably exceeding $300,000 or (y) that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to entitles any compensation or damages from Landlord for loss tenant of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right Property to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restorationits Lease, or (cz) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the replacement value of the Buildingwhich, whether in Buyer’s or not the Premises are damaged or destroyedSellers’ reasonable estimation, provided the leases of all other tenants in the Building are similarly terminatedwill take longer than 150 days to repair.

Damage. 19.1 (a) If at any time prior to expiration or termination of this Lease, the Premises or the Building are totally wholly or partially damaged damaged, destroyed or destroyed thereby rendering rendered inaccessible by a risk fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Premises totally Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Building and, only to the extent insurance proceeds are made available from Tenant's insurer, the improvements within a substantial portion of the Premises, to substantially then, Tenant shall give Landlord notice and within the same condition they were in prior to such damage later of thirty (30) days after Tenant’s notice or destruction; provided, however, that if sixty (i) in Landlord's reasonable judgment such repair and restoration cannot be completed within one hundred eighty (18060) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involveddestruction, removal Landlord shall give Tenant notice of debris, preparation of plans and issuance of all required governmental permits) or (ii) twenty percent (20%) or more of its reasonable determination that the Premises can or fifty percent (50%) or more of the Building is damaged cannot be fully restored and less than ready for occupancy within one (1) year would remain from the date of the Lease Term or any renewal thereof upon completion of the repairs, then either party 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 to the other party within forty-five (45) days after the occurrence of such damage or destruction, without payment of overtime or other premiums. 19.2 (1) If Landlord determines that the Premises can be so restored within one (1) year, (i) this Lease is terminated pursuant to Section 19.1 aboveshall remain in full force, then all (ii) rent shall be apportioned (based on the abated proportionally for such portion of the Premises which as is usable after inaccessible or unusable, for so long as such damage portion is inaccessible or destructionunusable; and (iii) and paid Landlord shall proceed diligently to repair the date of termination. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration including all Tenant Improvements, using materials of at least the quality used in the original construction of the Building andComplex, provided insurance proceeds for the replacement Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the improvements within the Premises are made available from Tenant's insurerabove obligations in strict compliance therewith, the Premises are substantially completethen Tenant may, 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. Landlord shall bear the expenses of repairing and restoring the Building; provided, however, that Landlord (i) but shall not be required to repair or restore the contents of the Premisesto, including without limitationundertake such obligations, alterationsand reasonable, decorations, furnishings, fixtures and equipment used or installed in actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord determines that the Premises by cannot be so restored within one (1) year, then either Landlord or on behalf of Tenant and any other personal property of Tenantmay, and at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, or, if (ii) shall be required to repair and restore the improvements within the Premises only to the extent that insurance proceeds for same are made available from Tenant's insurer. Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any portion of the Premises or for any inconvenience or annoyance occasioned by any such damage, repair or restoration. 19.3 Notwithstanding anything herein to the contrary, Landlord shall not be obligated to restore the Premises or the Building and shall have the right to terminate this Lease if (a) the holder of any mortgage fails or refuses to make insurance proceeds available 7for such repair and restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed damage exceeds fifty percent (50%) of the replacement value cost of the BuildingPremises, whether terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (b) If any time prior to expiration or not termination of this Lease, the Premises are wholly or partially damaged, destroyed or rendered inaccessible by a risk not fully covered (excluding deductibles) by insurance maintained by Landlord or for Landlord’s benefit, and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all or a substantial portion of the Premises, then Tenant shall give Landlord notice and within sixty (60) days after the damage or destruction, Landlord shall give Tenant notice informing Tenant whether Landlord intends to repair such damage or destruction, and if so, whether such damage or destruction can be fully restored and ready for occupancy within one (1) year from the date of damage or destruction, without payment of overtime or other premiums. (1) If Landlord elects to repair and such damage or destruction can be fully restored within one (1) year, (i) this Lease shall remain in full force, (ii) rent shall be abated proportionally for such portion of the Premises as is inaccessible or unusable, for so long as such portion is inaccessible or unusable; and (iii) Landlord shall proceed diligently to repair the damage or destruction, including all Tenant Improvements, using materials of at least the quality used in the original construction of the Complex, Premises and Tenant Improvements with a minimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (30) days after Tenant’s request for payment. (2) If Landlord does not elect to repair or determines that the Premises cannot be so restored within one (1) year, then Tenant may, at its option, (i) terminate this Lease with respect to the Buildings substantially damaged or destroyed, provided or, if (ii) damage exceeds fifty percent (50%) of the leases replacement cost of the Premises, terminate the Lease. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises. (c) If during the final twelve (12) months of the term of this Lease (or any extension term) the Premises are wholly or partially damaged, destroyed or rendered inaccessible and the Tenant is unable, in its sole but reasonable discretion, to carry on its normal operations in all other tenants in or a substantial portion of the Building are similarly terminatedPremises, either Landlord or Tenant may terminate this Lease with respect to affected Buildings or the entire Premises, by giving Landlord written notice of its election to terminate. Upon partial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises.