Common use of Destruction Clause in Contracts

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises Leased Premises are partially or totally destroyed by fire or other casualty insurable under standard fire insurance policies with extended coverage endorsement so as to become partially or totally untenantable, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless Landlord elects not to repair or rebuild as provided in Section 17.01(b). During the period required for restoration, a just and proportionate part of Base Monthly Rent, Additional Rent and other charges payable by Tenant hereunder shall be abated until the Leased Premises are repaired or rebuilt. (b) If the Leased Premises are (I) rendered totally untenantable by reason of an occurrence described in Section 17.01(a), or (II) damaged or destroyed as a result of a risk which is not insured under Landlord’s fire insurance policies, or (III) at least twenty percent (20%) damaged or destroyed during the last year of the Rental Term, or (IV) if the Building is damaged in whole or in part (whether or not the Leased Premises are damaged), to such an extent that Tenant cannot practically use the Leased Premises for its intended purpose, then and in any such events Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the date of such occurrence. Unless Landlord gives such notice, this Lease shall remain in full force and effect and Landlord shall repair such damage at its expense as expeditiously as possible under the circumstances. (c) If Landlord should elect or be obligated pursuant to Section 17.01(a) above to repair or rebuild because of any damage or destruction, Landlord’s obligation shall be limited to the original Building and any other work or improvements which may have been originally performed or installed at Landlord’s expense. If the cost of performing Landlord’s obligation exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, Landlord may terminate this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedLease unless Tenant, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the insurance available for such destruction, purpose. Tenant shall replace all work and improvements not originally installed or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, performed by Landlord at its optionexpense. (d) Except as stated in this Article XVII, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and Landlord shall not be liable for any loss or damage sustained by Tenant by reason of casualties mentioned hereinabove or any other lease between Lessor and Stateaccidental casualty. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained through Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent, Laboratory Facility Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) If the leased premises Leased Premises by reason of such occurrence are totally destroyed rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by fire insurance, or other casualty, this lease shall terminate. If such casualty shall render ten (10c) percent the Leased Premises should be damaged in whole or less in part during the last six (6) months of the floor space term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the leased premises unusable for the purpose intendedthen-monetary value thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety Ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date such Landlord. Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair extent of the leased premises and, Tenant Finish in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified a manner and in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option at least a condition equal to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears that existing prior to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdestruction or casualty.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Landlord may, at its option: (a) If Rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other casualtydestruction, or (b) Terminate this lease shall terminateLease. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but Landlord does not give Tenant notice in any event writing within thirty (30) days. b) In days from the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State destruction of the specific number Premises of days required its election to either rebuild and restore them, or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore them, in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. Tenant shall be entitled to a reduction in rent while such repair is being made in the sameproportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. If Lessor under Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such circumstances period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall not give such notice within have the right to terminate this Lease by giving fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon prior written notice to LessorLandlord. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant’s trade fixtures, equipment, merchandise or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense provided this Lease is not canceled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than 33 1/3% of the replacement cost thereof, Landlord may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease Lease, whether the Premises be injured or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) not. In the event the State remains in possession destruction of the premises though partially destroyedPremises is caused by Tenant, Tenant shall pay the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdeductible portion of Landlord’s insurance proceeds.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) A. In the event the Premises or the Improvements are damaged by any casualty which is covered under insurance carried (or required by Subparagraph 8.C to be carried) by Landlord, then, subject to Subparagraph 15.B, such casualty damage shall render be restored by Landlord to the condition existing prior to the casualty, if the Casualty occurs after the Commencement Date or to the Required Delivery Condition, if the Casualty occurs prior to the Commencement Date; provided that (i) such restoration can be completed within twelve (12) months after the date of the casualty, and (ii) Landlord shall not be required to expend for such restoration more than ten (10) percent of such floor space unusable but not constitute the total destruction, Lessor shall forthwith give notice to State amount of the specific number proceeds of days insurance policies carried or required to repair be carried by Landlord with respect to the same. If Lessor loss plus any sums contributed to the restoration by Tenant in its discretion (collectively, the “Available Loss Proceeds”), plus any other sums recovered by Landlord from third parties with respect to loss, with the deductible under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, the Required Casualty Insurance being included in either Triple Net Charges except as provided in Subparagraph 15.B. In such event, at its optionthis Agreement shall continue in full force and effect, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In provided however that in the event of any such destruction other than total, where restoration is not substantially completed within twelve (12) months after the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair date of the leased premises andcasualty, in any event, if repairs are and the Tenant cannot completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less make effective use of the floor spacePremises for its business purposes by the end of that one year period, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Tenant shall have the option to terminate the Agreement upon at least ten (10) days written notice. In addition, if the initially estimated time for substantial completion of the restoration is less than one year after the onset of the casualty but it becomes apparent that substantial completion of the restoration will require at least thirty days more than the originally estimated restoration period, Landlord shall give written notice there of to Tenant, and Tenant shall have the right to elect to terminate the Agreement, provided, that Tenant shall be deemed to have waived its right to terminate this lease or complete Agreement, if Tenant fails to exercise such termination right within 10 business days following Landlord’s notice of the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Stateadditional time for restoration. d) B. In the event the State remains Premises suffer damage due to earthquake, and provided that earthquake insurance is in possession effect, if the damage is reasonably capable of being restored within twelve (12) months after the casualty, then the damage shall otherwise be restored in accordance with Subparagraph 15.A above except that Landlord and Tenant shall each contribute one-half of the premises though partially destroyeddeductible under the earthquake policy. C. In the event the Premises are damaged by any casualty which is covered under the Required Casualty Insurance, but the restoration of the Premises cannot be substantially completed within twelve (12) months after the date of the casualty, the rental Agreement shall terminate upon Landlord’s written notice to Tenant setting forth the estimated time for restoration, unless Tenant gives written notice to Landlord within fifteen (15) business days after receipt of Landlord’s notice to elect to keep the Agreement in full force and effect. If Tenant gives such notice, then Landlord shall, to the extent of the Available Loss Proceeds, to repair and restore the Premises, provided Landlord shall not be required to restore any of Tenant’s Alterations or its trade fixtures and personal property. D. If the Premises are damaged by risks not covered by the Required Casualty Insurance, and the cost to repair and restore the Premises is no more than $100,000 and the damage can be repaired in less than twelve (12) months, in the reasonable estimation of the architect or engineer appointed by Landlord, then Landlord shall repair the damage at Landlord’s sole cost. Except as herein provided set forth in the preceding sentence, in the case of damages to the Premises, the following shall apply: (1) If the restoration can be substantially completed within twelve (12) months after the date of the casualty in the opinion of the architect or engineer appointed by Landlord, then Landlord shall have the right to elect to restore the Premises and the Improvements at Landlord’s cost by giving written notice to Tenant within forty-give (45) days after the date of the casualty. If Landlord does not give such notice, then Landlord shall be reduced deemed to have elected not to repair the Premises, and the Lease shall terminate as of the date of the casualty, unless Tenant gives notice that Tenant elects to keep the Agreement in effect, which right is waived if Tenant does not give such notice within the earlier of sixty (60) days after the casualty or fifteen (15) days after the date Landlord gives notice of termination. (2) If the restoration cannot be substantially completed within twelve (12) months after the date of the casualty in the opinion of the architect or engineer appointed by the same ratio as the net square feet the State is thus precluded from occupying bears Landlord, Landlord shall give written notice to the total net square feet Tenant and the Agreement shall terminate as of the date of the casualty, unless Tenant gives notice that Tenant elects to keep the Agreement in effect, which right is waived if Tenant does not give such notice within thirty (30) days after the leased premisesdate of Landlord’s notice of termination. "Net square feet" If Tenant elects to keep the Agreement in effect under either clause (1) or (2), the Tenant shall mean actual inside dimensions be responsible for restoring the Premises and the Improvements at Tenant’s cost, which restoration shall comply with Subparagraph 11.B of this Agreement E. Landlord’s obligation to rebuild or restore the Premises in accordance with this Paragraph 15 shall not include public corridorsrestoration of Tenant’s trade fixtures, stairwellsequipment or merchandise, elevatorsor any Alterations made by Tenant to the Premises after the Commencement Date. F. Unless the damage or destruction is caused by Tenant’s willful misconduct, there shall be an abatement or reduction of Rent between the date of destruction and the date of substantial completion of restoration, based on the extent to which the destruction interferes with Tenant’s use of the Premises. For all purposes in this Paragraph 15, the requirements for substantial completion shall be construed for the Premises and the Improvements in a comparable manner to the requirements for Substantial Completion of the initial Improvements pursuant to Subparagraph 6.A of this Agreement. G. Notwithstanding the foregoing, if any damage or destruction occurs during the last six (6) months of the Term of this Agreement, Landlord shall not be obligated to repair such damage and Tenant shall have the right to terminate this Agreement upon at least ten (10) days written notice. H. If this Agreement is terminated pursuant to this Paragraph 15, then that portion of any proceeds of insurance applicable to loss or damage to the Tenant’s Improvements allocated to Tenant pursuant to Section 6, shall be paid to Tenant. I. Unless this Agreement is terminated pursuant to the foregoing provisions, this Agreement shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, and restroomsSection 1933, Subdivision 4, of the California Civil Code.

Destruction. a) If the leased premises are totally destroyed Leased Premises shall be partially damaged by fire or other casualtyany casualty which is insured against under any insurance policy maintained by Landlord, this lease shall terminate. If Landlord shall, to the extent of and upon receipt of, the insurance proceeds, repair the portion of Landlord’s Improvements (as defined in Exhibit “C”) damaged by such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than can be completed within ninety (90) days from the date of casualty. Until such repair is complete, the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. If the Leased Premise are unable to be repaired within two hundred seventy (270) days from the date of casualty, Landlord or Tenant may either elect to repair the damage or may cancel this Lease by notice of cancellation to the other party within ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to Landlord. If any of the following occur: (a) the Leased Premises by reason of such occurrence are rendered wholly untenantable, (b) the Leased Premises should be damaged as a result of a risk which is not covered by insurance, (c) the Leased Premises should be damaged in whole or in part during the last twelve (12) months of the term or of any renewal hereof, (d) the Leased Premises should be damaged to the extent of fifty percent (50%) or more of the then‑monetary value thereof, or (e) the proceeds of such insurance are not sufficient to repair the Leased Premises to the extent required above (including any deficiency as a result of a mortgage lender’s election to apply such proceeds to the payment of the mortgage loan), then this Lease shall terminate as of the date of casualty; provided, however, Tenant shall not have the right to terminate this Lease if (i) such Casualty was caused by the negligent acts or omissions or willful misconduct of Tenant or the Tenant Related Parties or (b) as a result of the provisions in clauses (b) or (d) above if Landlord elects from its own proceeds to complete from such repairs. Tenant’s liability for rent upon the termination of this Lease shall cease as of the date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of casualty. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired as required herein. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord or Tenant as provided herein, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at least a condition equal to that existing prior to the terms hereof has not elected to make destruction or casualty and the repairs itself, Lessor shall diligently prosecute the repair proceeds of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease all insurance carried by Tenant on its property and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided fixtures shall be reduced held in trust by Tenant for the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions purpose of said repair and shall not include public corridors, stairwells, elevators, and restroomsreplacement.

Destruction. (a) If the leased premises are totally Building on the Leased Premises should be damaged or destroyed by fire or other casualty, this lease shall terminate. If cause to such casualty shall render ten an extent that the cost of repair and restoration would be more than fifty percent (1050%) percent or less of the floor space amount it would cost to replace the Building in its entirety at the time such damage or destruction took place or would take one hundred eighty (180) days or longer to repair/replace, then Tenant shall have the right to cancel this Lease by giving Landlord notice of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event such election within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent determination of costs of repair, restoration or replacement or of the time for repair of such floor space unusable but not constitute total destructiondamage, Lessor in which case Tenant shall forthwith give notice pay the deductible amount under its insurance policy, assign all proceeds for such loss to State Landlord, and this Lease shall terminate as of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from the date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c(b) In If Tenant fails to exercise this option to terminate, then Tenant shall pay the event deductible amount under its insurance policy and thereafter Landlord shall apply the proceeds of any insurance for such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant loss to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the prompt repair and restoration of the leased premises and, Building and the Leased Premises to substantially the same condition it was in any eventprior to the damage or destruction. Said repair shall commence within five (5) days and shall be completed as quickly as reasonably possible. Notwithstanding the foregoing, if repairs are not completed within the period of thirty two hundred seventy (30270) days for destruction aggregating ten (10) percent or less of the floor spacecasualty, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Tenant shall have the option right to terminate this lease or complete the repairs itselfLease, deducting the cost unless such period has been extended due to reasonable delays caused by force majeure, extreme weather conditions and acts of God excepted (notice thereof from the rental due or to become due under this lease and any other lease between Lessor and Statebe provided to Tenant within two (2) business days after such occurrence causing delay). (c) If the Building should be damaged by fire or other causes to such an extent that the costs of repair and restoration would be less than fifty percent (50%) of the amount it would cost to replace the Building in its entirety at the time such damage or destruction took place, then this Lease shall not terminate, Tenant shall pay the deductible amount under its insurance policy and Landlord shall thereafter apply the proceeds of insurance for such loss to the prompt repair and restoration of the Building and the Leased Premises to substantially the same condition it was in prior to the damage or destruction. (d) If any such substantial damage or destruction as would permit Tenant to terminate this Lease should occur in the last two (2) Lease Years of the Lease Term (including any Renewal Term), Landlord shall not be obligated to restore the Building as herein required unless Tenant shall agree to extend the Lease Term for an additional period of five (5) years, in accordance with the terms of this Lease, at an increased Rental amount for such additional five (5) year period as determined in accordance with the prior Rental increases set forth in Section 2(b) of this Lease. (e) In the event the State remains in possession of the premises though partially Leased Premises are damaged or destroyed, the rental as herein provided Rent, or a fair and equitable portion thereof, shall be reduced by the same ratio abated until such time as the net square feet the State is thus precluded from occupying bears Leased Premises are repaired and restored. (f) The opinion of an architect or registered engineer appointed by Landlord and Tenant, as to the total net square feet in costs or repair, restoration or replacement or the leased premisestime for repair/replacement shall be controlling upon the parties. "Net square feet" shall mean actual inside dimensions and shall Landlord’s obligation to restore or repair does not include public corridors, stairwells, elevators, and restroomsfixtures or improvements installed or owned by Tenant.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) If the leased premises Leased Premises by reason of such occurrence are totally destroyed rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by fire insurance, or other casualty, this lease shall terminate. If such casualty shall render ten (10c) percent the Leased Premises should be damaged in whole or less in part during the last six (6) months of the floor space term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the leased premises unusable for the purpose intendedthen-monetary value thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date such Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following Landlord's giving notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at least a condition equal to that existing prior to the terms hereof has not elected to make destruction or casualty and the repairs itself, Lessor shall diligently prosecute the repair proceeds of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease all insurance carried by Tenant on its property and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided fixtures shall be reduced held in trust by Tenant for the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions purpose of said repair and shall not include public corridors, stairwells, elevators, and restroomsreplacement.

Destruction. If the Building is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this Paragraph, (i) Landlord shall promptly commence work necessary to restore the Building to substantially the same condition as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease (except as provided below), and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent and Additional Rent shall be abated or reduced, between the date of such destruction and the date of Substantial Completion of restoration, by the ratio of (a) If the leased premises are totally destroyed Rentable Square Footage of the Premises rendered unusable or inaccessible by fire or other the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Paragraph, either party shall have ten business days from the date of Landlord’s determination that this sentence applies to the subject destruction/reconstruction, in which to terminate this Lease if Landlord determines that (1) it will likely take more than either (A) 330 days following the date of such casualty, or (B) 270 days from obtaining all required permits for such reconstruction, in which to complete such work, (2) such destruction (which is not de minimus in nature) occurs during the last year of the Term, or (3) then-existing laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this lease shall terminateLease by so notifying Tenant in writing on or before the later of 60 days after such destruction or 30 days after Landlord’s receipt of the proceeds (or written notice of the amount of proceeds) from insurance maintained by Landlord, if (I) such destruction exceeds twenty percent (20%) of the then-replacement value of the Premises, the Building, or the Project, or (II) Landlord reasonably determines that the cost of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, excluding deductibles, by more than five percent (5%) of such cost of restoration. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project, (y) Landlord shall retain all insurance proceeds relating to such casualty destruction, and (z) this Lease shall render ten (10terminate as of 30 days after such notice of termination from Landlord to Tenant. Tenant hereby waives the provisions of California Civil Code Sections 1932(2) percent and 1933(4) or less any successor statute with respect to any destruction of the floor space of Premises. If Landlord restores the leased premises unusable Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and (if applicable) restock the Premises and shall re-open the Premises for the purpose intended, Lessor shall effect restoration of the premises business as quickly soon thereafter as is reasonably possiblepracticable. If Tenant does not intend to so reopen the Premises for business, but it must notify Landlord in any event writing within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent 20 business days of such floor space unusable but not constitute total damage or destruction, Lessor shall forthwith give whereupon Landlord may cease its repair work and terminate this Lease. Additionally, if Landlord fails to Substantially Complete such restoration work within one year, Tenant may, by 30 days’ written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days Landlord delivered after such destructionyear (during which period of time such restoration is not Substantially Completed), or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and StateLease. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. If the Demised Premises shall be partially damaged by any casualty insurable under the Landlord’s insurance policy, Landlord shall, upon receipt of the insurance proceeds, repair the same and the Base Rent shall be abated proportionately as to that portion of the Demised Premises rendered untenantable. If the Demised Premises (a) If by reason of such occurrence is rendered wholly untenantable or (b) should be damaged as a result of a risk which is not covered by Landlord’s insurance or (c) should be damaged in whole or in part during the leased premises are totally destroyed by fire last year of the term or other casualtyof any renewal term hereof, this lease shall terminate. If such casualty shall render ten or (10d) the building of which it is a part, whether the Demised Premises is damaged or not or all of the building which then comprise the Building should be damaged to the extent of fifty (50%) percent or less more of the floor space then monetary value thereof, or (e) if any or all of the leased premises unusable for the purpose intended, Lessor shall effect restoration buildings or common areas of the premises Building cannot in the reasonable judgment of Landlord be operated as quickly as is reasonably possiblean integral unit, but then or in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give either Landlord or Tenant may cancel this Lease by notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Demised Premises to complete from date Landlord. Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following the event or damage. The foregoing provisions notwithstanding, Tenant shall not have the right to cancel this Lease in the event of such notice is givendestruction if Landlord shall notify Tenant within sixty (60) days after such event that Landlord intends to rebuild the Demised Premises to its condition prior to such destruction, State, in either and shall completely restore the building to a tenantable condition within 180 days after Landlord notifies Tenant of its intention to rebuild the Demised Premises to its condition prior to such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) destruction. In the event Landlord elects to repair the damage any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Demised Premises have been repaired. If any such destruction other than totaldamage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein provideddamages shall be repaired by Landlord, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair upon receipt of the leased premises andinsurance proceeds, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided but there shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsno abatement of rent.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more of (a) a partial destruction of the Leased Premises or the building of which the Leased Premises are a part (hereinafter called the "building") during the lease term which requires repairs to either the Leased Premises or the building, or (b) the Leased Premises or the building being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than ten (10) percent of such floor space unusable but not constitute total destructionTenant's act, Lessor use or occupation which declaration requires repairs to either the Leased Premises or the building, Landlord shall forthwith give notice make repairs, provided repairs can be made within three-hundred sixty (360) days under the laws and regulations of authorized public authorities, but partial destruction (including any destruction necessary in order to State of the specific number of days make repairs required by any declaration) shall in no way annul or void this Lease. In making repairs Landlord shall be obligated to repair the samereplace only such glazing as shall have been damaged by fire and other damaged glazing shall be replaced by Tenant. If Lessor under such circumstances shall repairs cannot give such notice be made within fifteen three-hundred sixty (15360) calendar days after such destructiondays, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such eventLandlord may, at its option, may terminate make same within a reasonable time, this lease or, upon notice to Lessor, may Lease continuing in full force and effect. In the event that Landlord does not so elect to undertake make repairs, or which repairs cannot be made within three-hundred sixty (360) days, or repairs cannot be made under current laws and regulations, this Lease may be terminated at the repairs itself, deducting option of either party after the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. cthree-hundred sixty (360) day period. In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant dispute between Landlord and Tenant relative to the terms hereof has not elected to make the repairs itselfprovisions of this paragraph, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percentthey may each select an arbitrator, the State two arbitrators so selected shall have select a third arbitrator and the option to terminate this lease or complete three arbitrators so selected shall hear and determine the repairs itself, deducting controversy and their decision thereon shall be final and binding on both Landlord and Tenant who shall bear the cost thereof from the rental due or of such arbitration equally between them. Landlord shall not be required to become due under this lease and repair any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet property installed in the leased premisesLeased Premises by Tenant. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsTenant waives any right under applicable laws inconsistent with the terms of this paragraph.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event the Premises are destroyed in whole or in part from any cause, (other than from the fault, breach or responsibility of Tenant, its agents, employees contractors or invitees) then: A. If such casualty shall render more destruction of the Premises is less than ten twenty five (1025%) percent of the replacement cost thereof and the restoration thereof can reasonably be made within sixty (60) days under the laws of applicable governmental authorities, and such floor space unusable but not constitute total destructiondestruction is caused by an event fully covered by insurance provided for under Section 13. hereof, Lessor then Landlord shall at its expense forthwith give notice to State repair or rebuild the Premises. B. If such destruction of the specific number Premises is more than twenty five (25%) percent of the replacement cost thereof, or the restoration thereof cannot reasonably be made within sixty (60) days required or cannot be made under all laws and regulations of the applicable governmental authorities, or such destruction is caused by an event not fully covered by such insurance, or the Building is damaged or destroyed to an extent of more than forty (40%) percent of the replacement cost thereof (regardless of whether or not there is any damage to the Premises), then in any of such events Landlord may at its option (i) repair and rebuild the samePremises and/or Building, or (ii) terminate this Lease. Tenant shall be entitled to a reduction in rent while such rebuilding is being made in the proportion that the area of the Premises rendered untenantable by such damage (if any) bears to the total area of the Premises. If Lessor under Landlord does not complete such circumstances required rebuilding within one hundred eighty (180) days following the date of such destruction (such period of time to be extended for periods of Unavoidable Delay), then Tenant shall not give such notice within have the right to terminate this Lease by giving fifteen (15) calendar days after such destructionprior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild shall be limited to the Building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant’s trade fixtures, equipment, merchandise, or if any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense (provided this Lease is not terminated according to the above provisions). Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 933, Subdivision 4 of the California Civil Code, and the provisions of any statute or other law which may be in effect at the time of the occurrence of such notice shall specify that such repairs will require more than ninety (90) days damage or destruction under which a lease is automatically terminated or a lessee is given the right to complete from date such notice is given, State, in either such event, at its option, may terminate this a lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event occurrence of any such destruction other than total, where the State has not terminated the lease as herein provided, damage or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) destruction. In the event the State remains in possession damage or destruction of the premises though partially destroyedPremises or Building is caused in whole or in part by Tenant, the rental as herein provided its agents, employees, invitees, or contractors, then Tenant shall be reduced by responsible for the same ratio as and shalt pay (without limitation) the net square feet the State insurance deductible portion of Landlord’s restoration costs. Only work during normal straight time working hours is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomscontemplated by this Section.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, this lease the same shall terminate. If such casualty shall render ten (10) percent be repaired or less rebuilt as speedily as practical under the circumstances at the expense of the floor space Landlord, unless this Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base and Additional Rental shall be abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the leased premises unusable for casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the purpose intended, Lessor shall effect restoration last eighteen (18) months of the premises Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such an extent that the Building cannot, in Landlord's judgment, be operated economically as quickly as is reasonably possiblean integral unit, but then and in any such event Landlord may at its option terminate this Lease by notice in writing to the Tenant within sixty (60) days after the date of such occurrence, provided, however, Landlord will use its best efforts to attempt to provide such notice within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent days of such floor space unusable but not constitute total destructionoccurrence. If the Demised Premises are damaged to such an extent that repairs cannot, Lessor shall forthwith give notice to State in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the specific number casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of days required the Lease Term, then in either such event Tenant may elect to repair the same. If Lessor under such circumstances shall not give such terminate this Lease by notice in writing to Landlord within fifteen (15) calendar days after the date of such occurrence. Unless Landlord or Tenant elects to terminate this Lease as 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 any damage or destruction, Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in EXHIBIT "D" hereto or with the proceeds of the Construction Allowance. If the cost of performing such repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if such notice Landlord's mortgagee or the lessor under a ground or underlying lease shall specify require that such repairs will require more than ninety (90) days any insurance proceeds from a casualty loss be paid to complete from date such notice is givenit, State, in either such event, at its option, Landlord may terminate this lease orLease unless Tenant, upon notice within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to Lessor, may elect to undertake pay the repairs itself, deducting difference between the cost thereof from of repair and the rental due proceeds of the insurance available to become due under this lease and any other lease between Lessor and StateLandlord for such purpose. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the no event the State remains in possession shall Landlord be liable for any loss or damage sustained by Tenant by reason of the premises though partially destroyed, the rental as herein provided shall be reduced casualties mentioned hereinabove or any other accidental casualty unless such loss or damage is not insured and was caused by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsgross negligence or willful misconduct of Landlord.

Destruction. a) If In the leased premises event the Premises are totally destroyed or injured by fire or earthquake or other casualty, this lease shall terminate. If to the extent that they are untenantable in whole or in part, then Landlord may, at Landlord’s option, proceed with reasonable diligence to build and restore said Premises or such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedpart thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event provided that within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondestruction or injury Landlord shall notify Tenant in writing of Landlord’s intention to do so, which notice shall also set forth Landlord’s estimated time frame for complete restoration of the Premises. If more than forty percent (40%) the Premises is unuseable and Landlord’s notice provides that repairs necessary to complete restoration of the Premises cannot be made within two hundred and seventy (270) days, or if such notice shall specify that such repairs will require more than ninety in the event Landlord commences restoration of the Premises and does not complete the same within two hundred and seventy (90270) days from the date Landlord commences restoration, Tenant may terminate the Lease effective upon Landlord’s receipt of Tenant’s notice. During the period from destruction or damage to complete from date such notice restoration, the rent shall be abated in the same ratio as that portion of the Premises which Landlord determines is givenunfit for occupancy bears to the whole Premises. If the Landlord shall fail to notify Tenant, State, in either such eventthen this Lease shall, at its option, may terminate this lease or, upon the expiration of the time for the giving of notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, be deemed terminated. If Landlord elects not to repair or pursuant rebuild as set forth above, this Lease shall terminate without further notice, and all amounts paid or payable by Tenant to Landlord shall, where applicable, be prorated accordingly. Tenant shall vacate the terms hereof has not elected to make the repairs itselfPremises and all further obligations of both parties hereunder shall cease (other than those which shall theretofore have accrued), Lessor shall diligently prosecute the repair effective as of the leased premises and, in any event, if repairs are not completed within date on which Tenant vacates the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StatePremises. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances as the expense of Landlord, unless this lease Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall terminatebe abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot be completed within one hundred eighty (180) days after the date of the casualty, or (ii) damaged or destroyed as a result of a risk which is not insured under the insurance policies required hereunder, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or (iv) if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged) to such an extent that the Building cannot, in Landlord's reasonable judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such occurrence. With respect to condition (iv) above, Landlord must terminate all other leases in the Building in order to terminate this Lease. If the Demised Premises are damaged to such casualty shall render ten an extent that repairs cannot reasonably be anticipated to be to be or are not completed within one hundred eighty (10180) percent or less days after the date of the floor space casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of the leased premises unusable for Lease Term, then in either such event Tenant may elect to terminate this Lease by notice in writing to Landlord given within forty-five (45) days after the purpose intended, Lessor shall effect restoration date of the premises as quickly as is reasonably possible, but in any event such occurrence (or within thirty (30) daysdays of the conclusion of such one hundred eighty (180) day period if the repairs are not completed within such period). Unless Landlord or Tenant elects to terminate this Lease as 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. b(c) In the event such casualty shall render more than ten If Landlord should elect or be obligated pursuant to subparagraph (10a) percent above to repair or rebuild because of such floor space unusable but not constitute total any damage or destruction, Lessor Landlord's obligation shall forthwith give notice be limited to State the original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in EXHIBIT "D" hereto or with the proceeds of the specific number of days required to repair the sameTenant Improvement Allowance. If Lessor Landlord's mortgagee or the lessor under such circumstances a ground or underlying lease shall not give such notice require that any insurance proceeds from a casualty loss be paid to it, Landlord may terminate this Lease unless Tenant, within fifteen (15) calendar days after such destructiondemand therefor, or if such notice shall specify that such repairs will require more than ninety (90) days deposits with Landlord a sum of money sufficient to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake pay the repairs itself, deducting difference between the cost thereof from of repair and the rental due proceeds of the insurance available to become due under this lease and Landlord for such purpose. (d) In no event shall Landlord be liable for any loss or damage sustained by Tenant by reason of casualties mentioned hereinabove or any other lease between Lessor and Stateaccidental casualty. c(e) In the event of any such destruction other a minor casualty (i.e., one which can be fully repaired in less than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor spacedays), or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Landlord shall have the option not be entitled to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions Lease and shall not include public corridors, stairwells, elevators, and restroomsrestore the Demised Premises in accordance with the provisions of this Article 22. See Special Stipulation No. 37.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of the Landlord, unless this lease Lease is terminated as provided in this Article 21, and during the period required for restoration, a just and proportionate part of Base Rental shall terminatebe abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to the Tenant within sixty (60) days after the date of such occurrence. If the Demised Premises are damaged to such casualty shall render ten an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (10180) percent or less days after the date of the floor space casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of the leased premises unusable for the purpose intendedLease Term, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then in any either such event Tenant may elect to terminate this Lease by notice in writing to Landlord within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent date of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the sameoccurrence. If Lessor under such circumstances shall the Demised Premises are damaged and this Lease is not give such notice within fifteen (15terminated by Landlord or Tenant pursuant to this Paragraph 21(b) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake and the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair Demised Premises on account of the leased premises and, in any event, if repairs such damage are not completed within two hundred (200) days after the period date of the casualty, then on or before the earlier of the date such repairs are completed or the date two hundred twenty (220) days after the date of the casualty, Tenant may elect to terminate this Lease by notice in writing to Landlord. Unless Landlord or Tenant elects to terminate this Lease as 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 any damage or destruction, Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in Exhibit "D" hereto or with the proceeds ----------- of the Construction Allowance. If the cost of performing such repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if Landlord's mortgagee or the lessor under a ground or underlying lease shall require that any insurance proceeds from a casualty loss be paid to it, Landlord may terminate this Lease unless Tenant, within thirty (30) days for destruction aggregating ten (10) percent or less after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option insurance available to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StateLandlord for such purpose. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises Premises are totally destroyed by fire destroyed, in whole or other casualtyin part, from any ----------- cause, Landlord shall, at its option, either: A. Rebuild or restore the Premises to their condition prior to the damage or destruction; or B. Terminate this lease shall terminateLease. If such casualty shall render ten Landlord does not give Tenant notice in writing within sixty (1060) percent or less days from the destruction of the floor space Premises of its election to either rebuild and restore the leased premises unusable Premises, or to terminate this Lease, and provided that insurance proceeds actually available to Landlord for the purpose intendedof rebuilding or restoring the Premises are sufficient to rebuild or restore the Premises, Lessor then Landlord shall effect be deemed to have elected to rebuild or restore the Premises, in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to the condition prior to the damage or destruction. If Landlord does not. complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant, or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the premises as quickly as is reasonably possiblecontractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), but in any event within thirty (30) days. b) In then Tenant shall have the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give right to terminate this Lease by giving written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Landlord within fifteen (15) calendar days after of the expiration of such destructionperiod. Landlord's obligation to rebuild or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment or merchandise, or if such notice any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall specify that such repairs will require more remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. In case of destruction or damage caused by a risk not covered by Tenant's business interruption insurance described in Paragraph 8, there shall be an abatement or reduction of Rent between the date of destruction and the date of substantial completion of restoration, based on the extent to which the destruction interferes with Tenant's use of the Premises. If the Building is damaged or destroyed to the extent of not less than ninety thirty three and one third percent (9033 1/3%) days to complete from date such notice is givenof the replacement cost thereof, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, then Landlord may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease Lease, whether the Premises are injured or complete not, provided that Landlord terminates the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any leases of all other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet tenants in the leased Building similarly situated in terms of damage or destruction to their respective premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under P▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ may, at its option: (a) If Rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other destruction, or (b) Terminate this Lease, in the event that (i) the Premises is damaged to the extent of fifty percent (50%) or more of the replacement cost, exclusive of footings, foundations and floor slabs and (ii) Landlord’s general contractor in charge of repair and restoration reasonably estimates that the repair and restoration of such damaged area shall require more than one hundred eighty (180) days following the date of such damage or destruction. Notwithstanding the foregoing, Landlord shall not have the right to terminate this Lease as provided in this subparagraph (b) if Tenant, in the exercise of its sole discretion elects within fifteen (15) days after receipt of Landlord’s termination notice to restore the Premises at Tenant’s sole cost. In the event Tenant so elects, Tenant shall immediately undertake to restore the Premises to its condition existing as of the date of the damage. Landlord shall make available to Tenant all proceeds of insurance available as the result of the casualty, this lease up to the amount of the restoration cost (net of the deductible), and said proceeds shall terminatebe used to pay for the restoration of said Premises. Tenant shall pay one hundred percent (100%) of each progress payment due to the contractor restoring the Premises, and submit to Landlord a request for reimbursement which bears the same relationship to the total amount of the progress payment in question as to the amount of the insurance proceeds so received by Landlord. With each request for reimbursement, Tenant shall provide Landlord with a copy of the related invoice(s), copies of the paid check(s) representing payment of said invoice(s) and copies of conditional lien releases signed by the general contractor in charge of the restoration. Provided Landlord has actually received insurance proceeds from the insurance carrier, Landlord shall reimburse Tenant within fifteen (15) business days of receipt of all the required documents its prorata share of said payment from the insurance proceeds received by Landlord. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but Landlord does not give Tenant notice in any event writing within thirty (30) days. b) In days from the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State destruction of the specific number Premises of days required its election to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructioneither rebuild and restore them, or if such notice to terminate this Lease, Landlord shall specify that such repairs will require more than ninety (90) days be deemed to complete from date such notice is given, Statehave elected to rebuild or restore them, in either such eventwhich event Landlord agrees, at its optionexpense except for any deductible, may terminate this lease orwhich, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make specific provisions of this Lease, is the repairs itself, Lessor shall diligently prosecute the repair responsibility of the leased premises andTenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. In any case, Tenant shall be entitled to a reduction in Rent from the date of such damage or destruction, provided Tenant is not using any portion of such damaged area, while such repair is being made, until the Premises are restored, in any event, the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. If Landlord initially estimates that the rebuilding or restoration will exceed 180 days or if repairs are Landlord does not completed complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of thirty (30) days time to be extended for destruction aggregating ten (10) percent delays caused by the fault or less neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargos, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord) (the “Allowed Restoration Period”), then, provided the Premises is damaged to the extent of fifty percent (50%) or more of the replacement cost (exclusive of footings, foundations and floor spaceslabs), or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Tenant shall have the option right to terminate this lease Lease by giving written notice to Landlord within five days following the date Tenant receives Landlord’s written notice stating that the restoration will exceed the Allowed Restoration Period. If Landlord elects to terminate the Lease early due to destruction as provided herein, Tenant shall not be liable for the insurance deductible as it relates to the Premises; however if Tenant elects to terminate, Tenant shall remain liable for payment of fifty percent (50%) of the insurance deductible as it relates to the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or complete restore shall be limited to the repairs itselfBuilding and interior improvements constructed by Landlord as they existed as of the Commencement Date of the Lease and shall not include restoration of Tenant’s trade fixtures, deducting equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost thereof from and expense provided this Lease is not canceled according to the rental due or provisions above. Unless this Lease is terminated pursuant to become due under the foregoing provisions, this lease Lease shall remain in full force and any other lease between Lessor and State. d) effect. Tenant hereby expressly waives the provision of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event the State remains Lease is subsequently amended whereby Tenant is leasing less than one hundred percent (100%) of said Building and in possession the event that the Building in which the Premises are situated is damaged or destroyed to the extent of not less than fifty percent (50%) of the premises though partially destroyedreplacement cost thereof, Landlord may elect to terminate this Lease, whether the rental as herein provided Premises be injured or not. Notwithstanding anything to the contrary herein, Landlord may terminate this Lease in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent of the rebuilding costs net of the deductible; provided, however, Tenant shall be reduced by have the same ratio right to elect, in its discretion, to pay such excess costs to Landlord (within 30 days of Tenant’s receipt of an invoice from Landlord) and Landlord shall thereafter repair the Premises or require Tenant to repair said Premises or Building as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomscase may be.

Destruction. a) If In the leased event of damage causing a partial destruction of the premises are totally destroyed by fire or other casualty, during the term of this lease shall terminate. If such casualty shall render ten from any cause and in the sole judgment of Lessor repairs can be completed within one hundred eighty (10180) percent or less days from the date of the floor space damage under the applicable laws and regulations of the leased premises unusable for the purpose intendedgovernmental authorities, Lessor shall effect restoration repair said damage within a reasonable time, but such partial destruction shall not invalidate this lease, except that Lessee, while such repairs are being made shall be entitled to a proportionate reduction of Basic Rent based upon the extent which the portion of the premises as quickly as is reasonably possiblenot useable by Lessee bears to the total area of the premises, but provided that Lessor shall have no obligations in any the event of damage or destruction by act or negligence of Lessee, his agents, employees and invitees. If in the sole judgment of Lessor such repairs cannot be made within thirty one hundred eighty (30180) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such eventmay, at its option, may terminate make the repairs within a reasonable time, this lease orcontinuing in full force and effect and the Basic Rent to be proportionately abated as provided in the previous paragraph, upon or Lessor may elect not to make such repairs in which case this lease may be terminated at the option of either party by notice given at any time after Lessor elects not to Lessor, make such repairs. In respect to any partial destruction which Lessor is obligated to repair or may elect to undertake repair under the repairs itselfterms of this paragraph, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event provisions of any such destruction other than total, where the State has not terminated the lease as herein provided, statute or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option law permitting Lessee to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) are waived by Lessee. In the event that the State remains in possession building is destroyed to the extent of thirty-three and one-third percent (33-1/3%) or more of the then replacement cost thereof, Lessor may elect to terminate this lease, whether the premises are injured or not. A total destruction of the premises though partially destroyed, or of the rental as herein provided building in which the premises are located shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears terminate this lease. If repairs to the total net square feet in premises are effected by Lessor, Lessee, at its sole expense, shall replace and repair promptly its trade fixtures, equipment and other property of Lessee located on the leased premises. "Net square feet" Any other provision in this Lease to the contrary notwithstanding, if the premises, access to the premises and/or any part of the project that provides essential services to the premises is damaged in whole or in part from any cause and it is estimated that the time period to repair and restore the damage will be 180 days or more from the date of the damage using standard working methods and procedures, then Lessee shall mean actual inside dimensions have the right to terminate this Lease by delivering written notice to that effect to Lessor. Similarly, if any damage to the premises, access to the premises and/or any part of the project that provides essential services to the premises is damaged in whole or in part from any cause and such damage is not in fact fully repaired and restored within 180 days from the date of the damage (irrespective of any estimated time for completion of the repair and restoration), then Lessee shall not include public corridors, stairwells, elevators, and restroomshave the right to terminate this Lease by delivery of written notice to that effect to Lessor.

Destruction. (a) If In connection with the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten Separation (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar 14 business days after such destructionthe Distribution Date), Varex shall (i) use its reasonable best efforts to identify any documents or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is givenmaterials, Stateincluding any drawings, subdrawings and content related thereto in the possession or under the control of Varex or any member of its Group, in each case in any form whatsoever (including all copies thereof and all notes, extracts or summaries based thereon), that in any way contain, disclose or describe any Accelerator Technology other than (1) the Varian Licensed Accelerator Technology or (2) any Accelerator Technology that is a Varex Asset (“Excluded Accelerator Technology Materials”) and (ii) either such event, at its option, may terminate this lease or, upon notice deliver to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease Varian or destroy (1) any Excluded Accelerator Technology Materials set forth on Schedule C and (2) any other lease between Lessor Excluded Accelerator Technology Materials identified pursuant to clause (i) above (and, notwithstanding anything to the contrary in the Separation and State. c) In the event Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of any such destruction Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other than totalbackup storage devices or in any other manner). Promptly following the completion of such delivery and destruction, where Varex shall deliver to Varian written confirmation of compliance with its obligations under this Section 2.04(a), which confirmation shall be signed by an authorized representative of Varex. (b) Without limiting Varex’s obligations under Section 2.04(a), if at any time after the State has Distribution Date Varex or any member of its Group becomes aware of, or Varian notifies Varex of, any Excluded Accelerator Technology Materials that were not terminated delivered to Varian or destroyed pursuant to Section 2.04(a), then Varex shall promptly (i) deliver to Varian or destroy such Excluded Accelerator Technology Materials (and, notwithstanding anything to the lease as herein contrary in the Separation and Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of such Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other backup storage devices or in any other manner) and (ii) deliver to Varian written confirmation of compliance with its obligations under this Section 2.04(b) with respect to such Excluded Accelerator Technology Materials, which confirmation shall be signed by an authorized representative of Varex. (c) Without limiting Varex’s obligations under Section 2.04(a) and Section 2.04(b), if Varex in good faith identifies any Accelerator Technology that is not set forth on Schedule B but that Varex reasonably believes was intended by the Parties to be included in the Varian Licensed Accelerator Technology, Varex may, by written notice to Varian, request that ▇▇▇▇▇▇ ▇▇▇▇▇ Varex a license to such Accelerator Technology, and Varian shall consider any such request in good faith (provided, or pursuant for clarity, that nothing in this Section 2.04(c) shall be construed to the terms hereof has not elected require Varian to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in grant any event, if repairs are not completed within the such license). (d) For a period of thirty four (304) days for destruction aggregating ten (10) percent or less of years after the floor spaceDistribution Date, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Varian shall have the option right to terminate this lease cause a Third Party auditor selected by Varian and reasonably acceptable to Varex, upon reasonable notice, during regular business hours and under customary obligations of confidence to Varex, to audit the records and databases of Varex and the other members of its Group to confirm that Varex has complied with its obligations under Section 2.04(a) and Section 2.04(b) and to identify any Excluded Accelerator Technology Materials that have not otherwise been delivered to Varian or complete destroyed. Varex and the repairs itselfother members of its Group shall reasonably cooperate with any such audit, deducting including by making their personnel reasonably available to provide information and assistance reasonably required by the cost thereof from Third Party auditor. Upon completion of any such audit, the rental due Third Party auditor shall prepare and deliver to the Parties a report (i) stating whether the audit identified any Excluded Accelerator Technology Materials that have not otherwise been delivered to Varian or destroyed and (ii) if the audit identified any such Excluded Accelerator Technology Materials, a description thereof. Except as provided in the preceding sentence, the Third Party auditor shall not provide Varian with any information regarding the audited records and databases. Without limiting Varex’s obligations under Section 2.04(a) or Section 2.04(b), if the audit identifies any Excluded Accelerator Technology Materials that have not otherwise been delivered to become due Varian or destroyed, then Varex shall promptly (x) deliver to Varian or destroy such Excluded Accelerator Technology Materials (and, notwithstanding anything to the contrary in the Separation and Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of such Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other backup storage devices or in any other manner) and (y) deliver to Varian written confirmation of compliance with its obligations under this lease and sentence with respect to such Excluded Accelerator Technology Materials, which confirmation shall be signed by an authorized representative of Varex. Varian shall pay the costs of the Third Party auditor, unless the audit identifies any breach of Varex’s obligations under Section 2.04(a) or Section 2.04(b), in which case (without limiting any other lease between Lessor and State. drights or remedies that may be available to Varian) In Varex shall pay the event the State remains in possession costs of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsThird Party auditor.

Destruction. Disks shall be overwritten using approved software and destroyed. Hard copy OUO or SPI documentation shall be destroyed by using an approved shredder (strips no more than ¼ inch wide). ORDER OF PRECEDENCE This contract is subject only to the Ts&Cs set forth in the following documents: Cover Page, Section I, and Section II of this contract, and the specifications and drawings or other documents, if any, referenced therein. In case of conflict or inconsistency between or among one or more provisions of the above documents, the provisions of each document shall take precedence over the provisions of the other documents in the following order of priority: Section I, Cover Page, Section II, specifications, drawings, and other documents, if any incorporated into this contract by reference thereto. PAYMENTS (a) If Payments on Account of Allowable Costs. Once each month (or at more frequent intervals, if approved by the leased premises are totally destroyed SCR) the Contractor may submit to Sandia, Accounts Payable Department, in such form and reasonable detail as may be required by fire the SCR, an invoice or other casualtyvoucher supported by a statement of costs incurred by the Contractor in the performance of this contract and claimed to constitute allowable costs. "Allowable costs" includes, but is not limited to, actual indirect rate cost experience during the period of performance unless Section I of this lease contract indicates otherwise. Promptly after receipt of each invoice or voucher Sandia shall, subject to the provisions of (b) below, make payment thereon in accordance with contract provisions. Payments will be made by electronic funds transfer. Payment shall terminate. If such casualty shall render ten (10) percent or less be deemed to have been made as of the floor space date on which an electronic funds transfer was made. Costs for items of Capital Property (defined in FAR Part 45) if applicable, shall be separately listed in invoices. Discount time will be computed from the leased premises unusable date correct invoice or voucher is received in the office specified in the contract, or date of completion of work under this contract, whichever is later. Payment is deemed to be made, for the purpose intendedof earning the discount, Lessor shall effect restoration of on the premises as quickly as is reasonably possibledate on which an electronic funds transfer was made. Sandia may take contract or invoice prompt payment discount. Any travel outside the United States by Contractor personnel, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due work under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyedcontract, the rental as herein provided shall be reduced requires advance written approval by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsSCR.

Destruction. a) If In the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less event that any portion of the floor space of Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the leased premises unusable for the purpose intendedother, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event given within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent occurrence of such floor space unusable but not constitute total damage or destruction, Lessor shall forthwith give notice elect to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein Lease; provided, or pursuant to the terms hereof has not elected to make the repairs itselfhowever, Lessor shall diligently prosecute the repair of the leased premises andthat either party may, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expense, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or less of the floor space, or within the period specified in Lessor's notice in connection repair shall thereafter diligently proceed with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the such repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) and/or restoration. In the event the State remains in possession Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the premises though partially destroyedthen replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the rental as herein provided occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be reduced deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. In the event the Premises are damaged or destroyed from any insured peril to the extent of less than fifty percent (50%) of the then replacement cost of the Premises, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. In the event that, pursuant to the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shall, within thirty (30) days after the occurrence of such damage or destruction, provide Tenant with written notice of the time required for such repair or restoration. If such period is longer than two hundred seventy (270) days from the issuance of a building permit, Tenant may, within thirty (30) days after receipt of Landlord's notice, elect to terminate the Lease by giving written notice to Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the same ratio as fault or neglect of Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of contractors or subcontractors due to such causes, or other contingencies beyond the net square feet control of Landlord. Landlord's obligation to repair or restore the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and Premises shall not include public corridorsrestoration of Tenant's trade fixtures, stairwellsequipment, elevatorsmerchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and restroomseffect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account of the Premises and this Lease shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of Tenant's business thereon. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 of the California Civil Code.

Destruction. aIn the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, (1.) If rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other casualty, this lease shall terminatedestruction or (2.) terminate the Lease. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but does not give Lessee notice in any event writing within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent date on which occurred the destruction of such floor space unusable but not constitute total destructionthe Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall forthwith give notice be deemed to State of have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the specific number of days required Premises to repair its condition prior to the samedamage or destruction. If Lessor under does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such circumstances period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall not give such notice within have the right to terminate this Lease by giving fifteen (15) calendar days prior written notice to Lessor. Lessor’s obligation to rebuild or restore shall not include restoration of Lessee’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. Notwithstanding anything to the contrary in this Article 15: (i) if the Premises are damaged by any peril and Lessor does not terminate the Lease, then Lessee shall have the option to terminate the Lease if the Premises cannot be, or are not in fact, fully restored by Lessor to their prior condition for any reason whatsoever within one hundred eighty (180) days after such destructionthe damage, or and (ii) if the Premises are damaged by any peril during the last twelve (12) months of the Lease term, Lessee shall have the option to terminate this Lease by giving written notice to Lessor within thirty (30) days after the date of the damage estimate, and this Lease shall terminate as of the date specified by Lessee in its termination notice, which date shall not be before the date of such notice shall specify that such repairs will require or more than ninety (90) days to complete from after the date of such notice notice. During any period of time following a casualty where all or any portion of the Premises is givennot suitable for Lessee’s use, Stateas reasonably determined by Lessee, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become than all rent due under this lease Lease shall be equitably abated during such period based on the extent to which Lessee’s use and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair enjoyment of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StatePremises is diminished. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If In the leased premises are totally destroyed event the Premises or any portion of the Building is damaged by fire or other insured casualty, Landlord shall diligently repair the same to the extent possible with the insurance proceeds actually received by Landlord (and not subject to any prior rights to such proceeds of the holder of any mortgage or deed of trust encumbering the Building), subject to the provisions of this Paragraph hereinafter set forth, if such repairs can in Landlord’s opinion be completed within two hundred forty (240) days following the occurrence of the casualty under the laws and regulations of federal, state and local governmental authorities having jurisdiction thereof. In such event this Lease shall remain in full force and effect except that if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, contractors, employees, subtenants, licenses, invitees or visitors, an abatement of Base Rent shall be allowed Tenant for such part of the Premises as shall be rendered unusable by Tenant in the conduct of its business until such time as Landlord completes the repairs and restoration to the Premises required by Paragraph 15(d) hereof. Notwithstanding the foregoing, if such casualty shall occur during the final twelve months of the term of this Lease, Landlord or Tenant may elect to terminate this Lease upon written notice given to the other within thirty (30) days after the date of such fire or other casualty, in which event this lease Lease shall terminateterminate as of the termination date specified in the notice. A total destruction of the Building shall automatically terminate this Lease. (b) If such casualty shall render ten (10repairs cannot in Landlord’s opinion be made during the time period and at a cost provided in Paragraph 15(a) percent or less of the floor space of the leased premises unusable for the purpose intendedabove, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, Landlord may terminate this lease or, elect upon notice to LessorTenant given forty-five (45) days after the date of such fire or other casualty to (i) repair or restore such damage, may elect to undertake the repairs itselfin which event this Lease shall continue in full force and effect, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease but Base Rent shall be partially abated as herein hereinabove provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor (ii) terminate this Lease in which event this Lease shall diligently prosecute the repair terminate as of the leased premises and, termination date specified in any event, if repairs are not completed within Landlord’s notice. Landlord’s election shall be binding on Tenant. (c) Landlord and Tenant acknowledge that this Lease constitutes the period of thirty (30) days for destruction aggregating ten (10) percent or less entire agreement of the floor spaceparties regarding events of damage or destruction, and Tenant waives the provisions of California Civil Code Section 1932(2) and 1933(4) and any similar statute now or within the period specified hereafter in Lessor's notice in connection with partial destruction aggregating more than ten force. No such casualty (10nor Landlord’s subsequent restoration and repair work) percent, the State shall have the option constitute a constructive eviction or give Tenant any rights to terminate this lease or complete Lease. (d) If the repairs itself, deducting the cost thereof from the rental due or Premises are to become due be repaired under this lease Paragraph, Landlord shall repair at its cost (subject to the limitations contained in this Paragraph) any injury or damage to the Building itself and any other lease between Lessor and State. d) In the event initial permanently affixed improvements to the State remains Premises made by Landlord or existing in the Premises as of the date of delivery of possession of the premises though partially destroyed, Premises to Tenant. Tenant shall pay the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet cost of repairing or replacing all other improvements in the leased premises. "Net square feet" shall mean actual inside dimensions Premises and shall not include public corridorsTenant’s trade fixtures, stairwellsfurnishings, elevators, equipment and restroomsother personal property.

Destruction. (a) If all or any Improvements on the leased premises are Premises shall be totally or partially destroyed or damaged by fire or other casualty, this lease the Lessee shall terminatebe obligated to rebuild or repair the same only if (i) the rules, regulations, laws or ordinances of any governmental authority having jurisdiction do not prohibit such repair or rebuilding, (ii) the proceeds of any insurance policy payable with respect to the fire or other casualty are made reasonably available to Lessee by the Leasehold Mortgagee or the Depositary, as the case may be, and (iii) the cost of such repair or rebuilding is less than 35% of the then replacement value of the Improvements as a whole. If such casualty shall render ten any of (10i), (ii) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30iii) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances above shall not give such notice within fifteen (15) calendar days after such destructionbe the case, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, then Lessee may at its option, may terminate this lease or, upon exercisable by notice to Lessor, may elect terminate this Lease, effective as of the date of said notice; provided, however that anything to undertake the repairs itselfcontrary notwithstanding, deducting no termination shall be effective or occur prior to the cost thereof from end of twelve (12) years after the rental due to become due under this lease Lease Commencement Date and any other lease between Lessor unless Lessee, if requested by Lessor, demolishes the Improvements and Statelevels the Land at Lessee's expense. (b) Upon any fire or other casualty occurring during the last 3 years of the initial Lease Term or during any renewal or extension of the Lease Term, the Lessee shall have the option, exercisable by notice to Lessor, to terminate this Lease, in which event (i) this Lease shall be canceled effective as of the date of said notice and (ii) any insurance proceeds shall be disbursed in accordance with sub-paragraph (c) In below. Jd / P.S. --------------------- initials / initials (c) Except as otherwise provided in Paragraph 18(a) above, in the event of any termination of this Lease pursuant to this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ shall not be obligated to replace, rebuild or alter the damaged or destroyed Premises or part thereof, and the insurance proceeds paid or payable with respect to the casualty resulting in such destruction other than totaltermination (the "Insurance Proceeds") shall be disbursed (by the Leasehold Mortgagee, where the State has not terminated Depositary or Lessee, as the lease case may be) in the following order of priority: (i) the holder of any Leasehold Mortgage shall first be entitled to receive, to the extent available, such portion of the Insurance Proceeds as herein providedshall equal the unpaid principal balance and accrued interest on any such Leasehold Mortgage, or pursuant if the holder of any Leasehold Mortgage has acquired this Lease and the Premises through foreclosure or by assignment of this Lease in lieu of foreclosure and is in possession thereof, such holder shall be entitled to receive, to the terms hereof extent available, such portion of the Insurance Proceeds as shall equal (A) the unpaid principal balance and accrued interest on any such Leasehold Mortgage as of the date of acquisition of this Lease and the Premises, plus (B) the amount, if any, equal to the excess of the amount of interest at the annual rate provided in the Leasehold Mortgage that would have accrued on the unpaid principal balance of the Leasehold Mortgage during the period that the Leasehold Mortgagee has not elected held title to make this Lease over the repairs itself, amount of net cash flow retained by the Leasehold Mortgagee during such period; (ii) Lessor shall diligently prosecute be entitled to the repair cost, as reasonably estimated by Lessor's architect or engineer, of demolishing the leased premises Improvements and leveling the Land; (iii) Lessee shall be entitled to an amount equal to Tenant's cash capital investment in the cost of constructing the Improvements; and, in any event (iv) Lessor shall be entitled to the balance, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Stateany. (d) In the event that the State remains Depositary is holding the Insurance Proceeds and Lessee either elects or is obligated to rebuild and/or repair the Improvements or any portion thereof after a fire or other casualty, then the Depositary shall disburse such Insurance Proceeds either to reimburse Lessee for expenditures made in possession connection with the rebuilding or repair of the premises though partially destroyedImprovements or to pay contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for such rebuilding or repair, and shall make such disbursements from time to time as such rebuilding or repair progresses, upon the written request of Lessee in such manner and subject to such requirements as the Depositary shall reasonably impose. Upon receipt by the Depositary of evidence satisfactory to Jd / P.S. --------------------- initials / initials it that such rebuilding or repair has been completed and paid for in full and that there are no mechanics' or other liens against the Premises except for those contested in good faith by Lessee in accordance with Paragraph 11 hereof, the rental as herein provided Depositary shall be reduced by pay to Lessee any remaining balance of the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsInsurance Proceeds.

Destruction. a) If the leased premises Demised Premises shall be partially damaged by any casualty insurable under Landlord's insurance policy, Landlord shall, upon receipt of the insurance proceeds, repair the same and the minimum rent shall be abated proportionately as to that portion of the Demised Premises rendered untenable. If the Demised Premises by reason of such occurrence are totally destroyed rendered wholly untenable or whether the Demised Premises are damaged or not, if all of the buildings which then comprise the Complex should be damaged to the extent of seventy-five percent or more of the then monetary value thereof, or seventy-five percent of the buildings or common areas of the Complex are damaged, whether or not the Demised Premises are damaged to such an extent that the Complex cannot, in the sole judgment of the Landlord, be operated as an integral unit, then or in any such event, Landlord may elect to repair the damage or may cancel this Lease by fire or other casualty, notice of cancellation within one hundred eighty (180) days after such event and thereupon this lease shall terminateexpire, and Tenant shall vacate and surrender the Demised Premises to Landlord. If such casualty Tenant's liability for rent upon the termination of this lease shall render ten (10) percent or less cease as of the floor space day following the event or damage. Unless this lease is terminated by Landlord, Tenant shall hold the proceeds of the leased premises unusable all insurance carried by Tenant on its property and improvements in trust for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) repair and replacement. In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required Landlord elects to repair the samedamage any abatement of rent shall end five days after notice by Landlord to Tenant that the Demised Premises have been repaired. If Lessor under such circumstances any damage is caused by the negligence of Tenant or its employees, the damages shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease orbe repaired by Landlord, upon notice to Lessorreceipt of insurance proceeds, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided but there shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsno abatement of rent.

Destruction. a) If the leased premises are totally Mortgaged Premises, or any part thereof, shall be destroyed or damaged by fire or any other casualty, this lease the Mortgagor shall terminategive prompt notice thereof to the Mortgagee. If the Mortgagor does not promptly make proof of loss after a casualty, the Mortgagee may make proof of loss, and each insurance company concerned is hereby authorized and directed to make payment for such casualty shall render ten (10) percent or less loss directly to the Mortgagor and/or the Mortgagee on its own behalf and on behalf of the floor space Holders as their interests appear in accordance with the provisions of subsection 2.3 hereof. In all instances where the insurance proceeds are less than $1,000,000, the Mortgagor shall use such proceeds only for Restoration. In all instances of destruction or casualty as aforesaid where the insurance proceeds exceed $1,000,000, the insurance proceeds shall be deposited into and held in the Collateral Account and applied in accordance with Section 1018 of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) Indenture and subsection 9.3 hereof. In the event that the Mortgagee releases such casualty proceeds to the Mortgagor, the Mortgagor shall render more than ten (10) percent be obligated to restore or repair the Mortgaged Premises. In the event of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State foreclosure of the specific number Mortgaged Premises or other transfer of days required title to repair the sameMortgaged Premises in extinguishment of the indebtedness under the Securities and this Mortgage, all right, title and interest of the Mortgagor in and to any insurance policies then in force shall pass to the purchaser or grantee and the Mortgagor hereby appoints the Mortgagee its attorney-in-fact, in the Mortgagor's name, to assign and transfer all such policies and proceeds to such purchaser or grantee, and the Mortgagor shall be entitled only to a credit in reduction of the then outstanding Liabilities secured hereby in the amount of the cancellation refund actually received by the Mortgagee. If Lessor under such circumstances shall not give such notice The Mortgagor agrees, within fifteen (15) calendar days after following such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease foreclosure and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced written request by the same ratio Mortgagee, to execute and deliver such assignments or other authorizations or instruments as may be necessary or desirable to effectuate the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsforegoing.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Landlord may, at its option: (a) If Rebuild or restore the leased premises Premises to their condition prior to the damage or destruction, or (b) Terminate this Lease (providing that the Premises are totally destroyed by fire damaged to the extent of thirty-three and one third percent (33 1/3%) or other casualtymore of the replacement cost, this lease shall terminateexclusive of footings, foundations and floor slabs). If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedLandlord does not give Tenant notice, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event writing within thirty (30) days. b) In days from the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State destruction of the specific number Premises of days required its election to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructioneither rebuild and restore them, or if such notice to terminate this Lease, Landlord shall specify that such repairs will require more than ninety (90) days be deemed to complete from date such notice is given, Statehave elected to rebuild or restore them, in either such eventwhich event Landlord agrees, at its optionexpense except for any deductible, may terminate this lease orwhich is the responsibility of the Tenant, upon notice promptly to Lessor, may elect rebuild or restore the Premises to undertake their condition prior to the repairs itself, deducting the cost thereof damage or destruction. Tenant shall be entitled to a reduction in Rent from the rental due to become due under this lease and date of such damage or destruction, provided Tenant is not using any other lease between Lessor and State. c) In portion of such damaged area, while such repair is being made in the event of any such destruction other than total, where proportion that the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair area of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced Premises rendered untenantable by the same ratio as the net square feet the State is thus precluded from occupying such damage bears to the total net square feet in area of the leased premisesPremises. "Net square feet" If Landlord initially estimates that the rebuilding or restoration will exceed 180 days or if Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargos, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord) (the “Allowed Restoration Period”), then, provided the Premises is damaged to the extent of 33 1/3% or more of the replacement cost (exclusive of footings, foundations and floor slabs) and provided the damage or destruction does not result from routine maintenance and repairs or damage or destruction caused by vandalism and accidents for which Tenant is responsible under Paragraph 10 (“Tenant Maintenance”), Tenant shall mean actual inside dimensions have the right to terminate this Lease by giving written notice to Landlord within five days following the date Tenant receives Landlord’s written notice stating that the restoration will exceed the Allowed Restoration Period. Regardless of whether Landlord and/or Tenant elects to terminate the Lease early as provided herein, Tenant shall remain liable for the insurance deductible as it relates to the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the Building and interior improvements constructed by Landlord as they existed as of the Commencement Date of the Lease and shall not include public corridorsrestoration of Tenant’s trade fixtures, stairwellsequipment, elevatorsmerchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost and restroomsexpense provided this Lease is not canceled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provision of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In any event that the Building in which the Premises are situated is damaged or destroyed to the extent of not less than thirty-three and one third percent (33 1/3%) of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. Notwithstanding anything to the contrary herein, Landlord may terminate this Lease in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent of the rebuilding costs net of the deductible. Without regard to whether this Lease is terminated pursuant to the foregoing, Tenant, upon demand by Landlord, shall pay to Landlord Tenant’s Proportionate Share of the deductibles from any casualty policy Landlord carries pursuant to Paragraph 17 (“Property Insurance”).

Destruction. a) If the leased premises or the building wherein the same are totally situated shall be destroyed by fire or other casualty, this lease shall terminate. If or be so damaged thereby that they are untenantable and cannot be rendered tenantable within one hundred eighty (180) days from the date of such casualty shall render ten (10) percent destruction or less damage in the reasonable opinion of the floor space of the leased premises unusable for the purpose intendedLandlord, Lessor Landlord shall effect restoration of the premises as quickly as is reasonably possible, but so notify Tenant in any event writing within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent date of such floor space unusable but not constitute total destructiondestruction or damage, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, and either Landlord or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, Tenant may terminate this lease or, upon by giving written notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less after the date of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option first notice. If neither party elects to terminate this lease, or if the damage or destruction shall not be such as to permit termination of the lease or complete as above provided, Landlord shall with due diligence, to the repairs itselfextent of any insurance proceeds received by Landlord, deducting the cost thereof from the rental due or to become due under the extent of insurance proceeds which would have been received by Landlord but for Landlord's failure to maintain the insurance required of Landlord pursuant to this lease Lease, repair said premises, and any other lease between Lessor a proportionate reduction shall be made in the rent herein corresponding to the time during which and State. d) In to the event the State remains in possession portion of the premises though partially destroyed, the rental as herein provided of which Tenant shall be reduced deprived of possession, as reasonably determined by Landlord. The provisions of Subdivision 2 of Section 1932 of the California Civil Code, and of Subdivision 4 of Section 1933 of that Code, shall not apply to this lease, and Tenant waives the benefits of such provisions. In repairing the premises, Landlord may use designs, plans and specifications other than those used in the original construction, and may alter or relocate any or all of the building, including the premises, provided that the premises as altered or relocated shall be in all material respects reasonably comparable to the premises as defined herein. Leasehold improvements installed in the premises by Landlord at its expense shall be repaired and rebuilt by Landlord, subject to the same ratio as the net square feet the State is thus precluded from occupying bears requirements applicable to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomspremises under this paragraph.

Destruction. (a) If the leased premises Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired as speedily as practicable, subject to reasonable delay for insurance adjustment or other matters beyond Landlord’s reasonable control under the circumstances, at the expense of Landlord (subject to Section 20(c) below), unless this lease Lease is terminated as provided in this Section 20. Beginning on the date of such casualty and continuing during the period required for repair, a just and proportionate part of the Base Rental and Tenant’s Operating Expense Rental shall terminatebe abated for the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof, unless such damage to the Premises is due to the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, licensees, or invitees, in which event Base Rental and Additional Rental shall be abated only to the extent Landlord is reimbursed from the proceeds of rental income or interruption insurance purchased by Landlord as part of Operating Expenses. (b) If the Premises are (i) damaged to such an extent that repairs cannot, in Landlord’s judgment, be completed within twelve (12) months after the date of the casualty; (ii) damaged or destroyed as a result of a risk which is not insured under standard special form/all risk insurance policies or any other insurance carried (or required to be carried) by Landlord under this Lease; (iii) damaged and the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building requires that the insurance proceeds or any portion thereof be used to retire the mortgage debt or terminates the ground or underlying lease, as the case may be; or (iv) substantially damaged or destroyed during the last twelve (12) months of the Lease Term, as extended if permitted herein, then in any such event Landlord may at its option terminate this Lease by notice in writing given to Tenant within sixty (60) days after the date of such damage or destruction. If the Premises are damaged to such casualty shall render ten an extent that repairs cannot, in Landlord’s judgment, be completed within twelve (1012) percent or less months after the date of the floor space casualty or if the Premises are substantially damaged during the last twelve (12) months of the leased premises unusable for the purpose intendedLease Term, Lessor shall effect restoration of the premises as quickly as is reasonably possibleit may have been extended if permitted herein, but then in any either such event Tenant may elect to terminate this Lease by notice in writing to Landlord within thirty (30) daysdays after notice from Landlord of the estimated repair time (which estimate shall be given within sixty [60] days after the date of damage). Unless Landlord or Tenant elects to terminate this Lease as hereinabove provided, this Lease will remain in full force and effect and Landlord shall repair such damage to the extent required in this Section 20 as expeditiously as possible under the circumstances. If Landlord or Tenant terminates the Lease pursuant to this Section 20, then Tenant shall pay the Base Rental and Additional Rental properly apportioned (and as the same may have been abated in accordance with Section 20(a) above) up to such date of termination or casualty, as the case may be, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term. b(c) In If Landlord should elect or be obligated pursuant to Section 20(a) above to repair because of any damage or destruction, Landlord’s obligation shall be limited solely to restoration of the event Building to the condition provided to Tenant on the Delivery Date and shall not extend to any leasehold improvements in the Premises made by Tenant, furniture, equipment, supplies, trade fixtures or other personal property owned or leased by Tenant, its employees, contractors, invitees or licensees. If the cost of performing such repairs and restoration exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty shall render more (other than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondeductible amounts), or if such notice Landlord’s mortgagee under a mortgage or the lessor under an underlying lease shall specify require that such repairs will require more than ninety (90) days any insurance proceeds from a casualty loss be paid to complete from date such notice is givenit, State, in either such event, at its option, Landlord may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and StateLease. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the no event the State remains in possession shall Landlord be liable for any loss or damage sustained by Tenant or its visitors, or injury to Tenant’s business by reason of casualties mentioned hereinabove or any other accidental casualty. (e) The provisions of this Lease, including this Section 20, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the premises though partially destroyedPremises, the rental as herein provided shall be reduced by Building or any other portion of the same ratio as Project. Any statute or regulation of the net square feet state in which the State Building is thus precluded from occupying bears located including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to the total net square feet any rights or obligations concerning damage or destruction in the leased premises. "Net square feet" absence of an express agreement between the parties, shall mean actual inside dimensions and shall not include public corridorshave no application to this Lease or any damage or destruction to all or any part of the Premises, stairwells, elevators, and restroomsthe Building or any other portion of the Project.

Destruction. (a) If the leased premises Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances under the supervision of Landlord, unless this lease shall terminateLease is terminated as provided in this Article. Except as may be otherwise provided, Landlord is not required to rebuild the Premises. (b) If such casualty shall render ten the Premises are (10i) percent destroyed as a result of a risk which is not insured under the insurance policies required hereunder, or less (ii) destroyed during the last three (3) months of the floor space of Lease Term, or (iii) damaged in whole or in part to such an extent that the leased premises unusable for the purpose intendedPremises cannot, Lessor shall effect restoration of the premises in Landlord’s reasonable judgment, be operated economically as quickly as is reasonably possiblean integral unit, but then and in any event such event, Landlord may at its option terminate this Lease by notice in writing to Tenant within thirty (30) daysdays after the day of such occurrence and Landlord shall retain all proceeds payable under all insurance policies for which Landlord is a named insured or beneficiary and which concern the Premises and Landlord’s Property, such payments being the property of Landlord without any participation by Tenant. b(c) If Landlord should elect pursuant to this Article to repair or rebuild because of any damage or destruction, Landlord’s obligation to repair or rebuild shall be limited to the original condition of the Premises and shall not include any alterations or improvements made by Tenant. Landlord shall retain all proceeds payable under all insurance policies for which Landlord is a named insured or beneficiary and which concern the Premises and Landlord’s Property, such payments being the property of Landlord without any participation by Tenant. (d) In no event shall Landlord be liable to Tenant or any other party for any consequential damages (i.e., damages, losses or injuries which are a result of an act but are not direct and immediate) arising under or in connection with this Lease or the use and occupancy of the Premises. In no event shall Landlord be liable to Tenant, its members, occupants, guest, invitees, and licensees for any property damage resulting from fire or other casualty to the Premises. The terms of this subsection expressly shall survive termination of this Lease. (e) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice Tenant is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof dispossessed from the rental Premises, and if Landlord does not exercise any right it may have to terminate the Lease, then Landlord shall, with all due diligence, repair and rebuild the damage done to become due under this lease and any other lease between Lessor and State. c) the Premises to the condition which existed prior to the casualty. In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, that Tenant may occupy or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair re-occupy a portion of the leased premises andPremises during the described repair and re-construction period, and in the event that any eventloss of rents or business interruption insurance benefits are accordingly reduced thereby, if repairs are not completed within Tenant shall be liable for the period of thirty (30) days for destruction aggregating ten (10) percent or less difference of the floor spaceRent and all such insurance proceeds. At all times, or within Tenant shall be responsible and liable for the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental Rent due or to become due under this lease and any other lease between Lessor and Statehereunder. d(f) In the event the State remains in possession The terms of the premises though partially destroyed, the rental as herein provided this Paragraph shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomssurvive any termination of this Lease.

Destruction. 13.01 If, during the Base Term of this Lease Agreement or any extension thereof, the Common Improvements is: (a) If the leased premises are totally destroyed by fire or any other casualtycasualty whatsoever, this lease shall terminate. If or; (b) partially destroyed so as to render the Demised Premises unfit for occupancy or Lessee’s reasonable beneficial use and enjoyment or conduct of Lessee’s usual business therein, or; (c) destroyed by a casualty which is not covered by Lessor’s insurance, or if such casualty shall render ten (10) percent is covered by Lessor’s insurance but a mortgagee of Lessor or less of the floor space of the leased premises unusable other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for the purpose intended, Lessor shall effect restoration of the premises Common Improvements (provided, however, that Lessor agrees to make a good faith effort to have such mortgagee make such proceeds available for full restoration or rebuilding); then Lessor shall make its reasonable determination as quickly as is reasonably possible, but in any event to the length of time to complete such repairs within thirty (30) days. b) days of the casualty and shall notify Lessee of same as provided herein. In the event such casualty shall render restoration is reasonably estimated by Lessor to take more than ten one hundred twenty (10120) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State days from the date of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondestruction or casualty, or if such notice in the event the above described destruction or casualty should occur within the last two (2) years of the Base Term or extension thereof, then Lessor or Lessee shall specify that such repairs will require more than ninety (90) days have the right to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) Lease Agreement. In the event of any such destruction other than totalthat the Lease Agreement is terminated in accordance with the foregoing provisions, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor Lessee shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed surrender within the period of thirty (30) days for of notification the Common Improvements and interest therein, and Lessee shall pay rent only to the time of such destruction aggregating ten (10) percent or less casualty. In case of the floor spacetotal or partial damage or destruction to the Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of removing or repairing the loss or damage and shall proceed with due diligence to the repair of same unless, under the foregoing provisions of this Article XIII, the Lease Agreement shall have been terminated. The Rent during the period of such repairs shall be wholly abated if all of the Common Improvements have been thus repossessed by Lessor or otherwise made unavailable to Lessee for Lessee’s reasonable beneficial use and enjoyment or Lessee’s conduct of Lessee’s usual business therein for the purpose of repair for the period that Lessee has been dispossessed; and if only a portion of the Common Improvements is thus repossessed or otherwise unavailable to Lessee for Lessee’s reasonable beneficial use and enjoyment or Lessee’s conduct of Lessee’s usual business therein, the Rent shall be abated for such dispossession or unavailability pro rata, based on the portion of the Common Improvements thus repossessed or rendered unavailable during the period of repossession or unavailability. Any Rent abatement under this Article XIII shall commence as of the date of the destruction. Lessor shall not be required to rebuild, repair, or replace any part of the personal property, furniture, equipment, fixtures, and other improvements which may have been placed by Lessee or other lessees within the period specified in ▇▇▇▇ Building or Common Improvements, unless the damage thereto is caused by the sole negligence or willful act or omission or default hereunder of Lessor or Lessor's notice in connection with partial destruction aggregating more than ten (10) percent’s agents, employees, subtenants, assignees, or independent contractors. Any insurance which may be carried by Lessor or Lessee for damage to the State Demised Premises or to any personal property, fixtures, and related items therein shall be for the sole benefit of the party carrying such insurance and under its sole control; provided, however, Lessor shall carry insurance for the benefit of Lessor and Lessee sufficient to cover the full replacement cost of the shell of the Common Improvements and an amount equal to the initial tenant improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the option ▇▇▇▇ Building or the Common Improvements be destroyed or damaged by fire or other casualty that is due to terminate this lease the direct negligence or complete the repairs itselfwillful or wanton conduct of Lessee or Lessee’s agents, deducting the cost thereof from the rental due employees, subtenants, assignees or to become due under this lease independent contractors, Lessor may repair such damage, and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided there shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsno apportionment or abatement of Rent.

Destruction. If the Premises is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then (i) Landlord shall restore the Premises to substantially the same condition as it was in immediately before such destruction (including Landlord’s Work), (ii) Landlord will not be required to restore Tenant’s Alterations or Tenant’s Personal Property unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) the destruction will not terminate this Lease, and (iv) all obligations of Tenant under this Lease will remain in effect, except that the Basic Monthly Rent will be abated or reduced, between the date of the destruction and the date of completion of restoration, by the ratio of (a) If the leased premises are totally destroyed area of the Premises rendered unusable or inaccessible by fire the destruction to (b) the area of the Premises before the destruction. Notwithstanding the foregoing, Tenant may terminate this Lease by so notifying Landlord in writing within 30 days after the destruction if (x) then-existing laws do not permit such restoration, (y) the destruction occurs during the last year of the Term, or other casualty(z) Tenant reasonably establishes that substantial completion of the restoration will not occur within 12 months after the date of the destruction. Conversely, notwithstanding anything to the contrary in this lease shall terminateLease, Landlord may terminate this Lease by so notifying Tenant in writing on or before the later of 90 days after the destruction or 30 days after Landlord’s receipt of the proceeds from insurance maintained by Landlord, if (A) then-existing Applicable Regulations do not permit such restoration, (B) the destruction occurs during the last year of the Term, (C) the destruction exceeds 25 percent of the then-replacement value of the Building, or (D) Landlord reasonably determines that the cost of the restoration exceeds the amount of insurance proceeds relating to the destruction actually received by Landlord (excluding deductibles contemplated by the applicable insurance policy, if any). If such casualty shall render ten Tenant or landlord terminates this Lease in accordance with this paragraph, then (101) percent or less of Landlord has no obligation to restore the floor space of the leased premises unusable for the purpose intendedPremises, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (302) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice Landlord retains all insurance proceeds relating to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, and (3) this Lease terminates as of 30 days after the notice of termination from Tenant or if such notice shall specify that such repairs will require more than ninety (90Landlord. If Landlord restores the Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) days and 1933(4) or any successor statute with respect to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StatePremises. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. 13.01 If, during the Base Term of this Lease Agreement or any extension thereof, the Common Improvements is: (a) If the leased premises are totally destroyed by fire or any other casualtycasualty whatsoever, this lease shall terminate. If or; (b) partially destroyed so as to render the Demised Premises unfit for occupancy or Lessee’s reasonable beneficial use and enjoyment or conduct of Lessee’s usual business therein, or; (c) destroyed by a casualty which is not covered by Lessor’s insurance, or if such casualty shall render ten (10) percent is covered by Lessor’s insurance but a mortgagee of Lessor or less of the floor space of the leased premises unusable other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for the purpose intended, Lessor shall effect restoration of the premises Common Improvements (provided, however, that Lessor agrees to make a good faith effort to have such mortgagee make such proceeds available for full restoration or rebuilding); then Lessor shall make its reasonable determination as quickly as is reasonably possible, but in any event to the length of time to complete such repairs within thirty (30) days. b) days of the casualty and shall notify Lessee of same as provided herein. In the event such casualty shall render restoration is reasonably estimated by Lessor to take more than ten one hundred twenty (10120) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State days from the date of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondestruction or casualty, or if such notice in the event the above described destruction or casualty should occur within the last two (2) years of the Base Term or extension thereof, then Lessor or Lessee shall specify that such repairs will require more than ninety (90) days have the right to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) Lease Agreement. In the event of any such destruction other than totalthat the Lease Agreement is terminated in accordance with the foregoing provisions, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor Lessee shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed surrender within the period of thirty (30) days for of notification the Common Improvements and interest therein, and Lessee shall pay rent only to the time of such destruction aggregating ten (10) percent or less casualty. In case of the floor spacetotal or partial damage or destruction to the Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of removing or repairing the loss or damage and shall proceed with due diligence to the repair of same unless, under the foregoing provisions of this Article XIII, the Lease Agreement shall have been terminated. The Rent during the period of such repairs shall be wholly abated if all of the Common Improvements have been thus repossessed by Lessor or otherwise made unavailable to Lessee for Lessee’s reasonable beneficial use and enjoyment or Lessee’s conduct of Lessee’s usual business therein for the purpose of repair for the period that Lessee has been dispossessed; and if only a portion of the Common Improvements is thus repossessed or otherwise unavailable to Lessee for Lessee’s reasonable beneficial use and enjoyment or Lessee’s conduct of Lessee’s usual business therein, the Rent shall be abated for such dispossession or unavailability pro rata, based on the portion of the Common Improvements thus repossessed or rendered unavailable during the period of repossession or unavailability. Any Rent abatement under this Article XIII shall commence as of the date of the destruction. Lessor shall not be required to rebuild, repair, or replace any part of the personal property, furniture, equipment, fixtures, and other improvements which may have been placed by Lessee or other lessees within the period specified in BF Building or Common Improvements, unless the damage thereto is caused by the sole negligence or willful act or omission or default hereunder of Lessor or Lessor's notice in connection with partial destruction aggregating more than ten (10) percent’s agents, employees, subtenants, assignees, or independent contractors. Any insurance which may be carried by Lessor or Lessee for damage to the State Demised Premises or to any personal property, fixtures, and related items therein shall be for the sole benefit of the party carrying such insurance and under its sole control; provided, however, Lessor shall carry insurance for the benefit of Lessor and Lessee sufficient to cover the full replacement cost of the shell of the Common Improvements and an amount equal to the initial tenant improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the option BF Building or the Common Improvements be destroyed or damaged by fire or other casualty that is due to terminate this lease the direct negligence or complete the repairs itselfwillful or wanton conduct of Lessee or Lessee’s agents, deducting the cost thereof from the rental due employees, subtenants, assignees or to become due under this lease independent contractors, Lessor may repair such damage, and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided there shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsno apportionment or abatement of Rent.

Destruction. a) If the leased premises are totally Premises or the Building is destroyed by fire fire, earthquake, or other casualtycasualty to the extent that they are untenantable in whole or in part, this lease shall terminate. If then Landlord may, at Landlord's option, proceed with reasonable diligence to rebuild and restore the Premises or such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedpart thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event provided that within thirty (30) days. b) In days after such destruction or injury, Landlord shall in writing notify Tenant of Landlord's intention to do so. During the event such casualty period from destruction or damage until restoration, the rent shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State be abated in the same ratio as that portion of the specific number Premises which Landlord determines is unfit for occupancy shall bear to the whole Premises. If Landlord shall fail to notify Tenant, then this Lease shall, at the expiration of days the time for the giving of notice as herein provided, be deemed terminated and at an end. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, paintings, floor coverings, or any other property installed in the samePremises by Tenant. If Lessor under such circumstances The Tenant shall not give be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience or annoyance occasioned by such notice damage, repair, reconstruction, or restoration. Notwithstanding any provision to the contrary, in the event that the Premises and the property cannot be repaired or restored to a condition that would allow Tenant to continue its operations within fifteen (15) calendar 120 days after from the date of such damage or destruction, or if the Premises are not so repaired or restored within such notice 120 day period, Tenant shall specify that such repairs will require more than ninety (90) days have the right to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, Lease upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and Landlord without any other lease between Lessor and Statefurther liability. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises Leased Premises are totally destroyed partially damaged by fire or other casualtyany casualty which is insured against under any insurance policy maintained by Landlord, this lease shall terminate. If such casualty shall render ten (10) percent or less Landlord shall, to the extent of and upon receipt of, the insurance proceeds, repair the portion of the floor space improvements constructed by Landlord pursuant to the Work Letter, if any, damaged by such casualty. Until such repair is complete, the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the leased premises unusable for Leased Premises rendered untenantable. Notwithstanding the purpose intendedforegoing, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date Landlord if any of the following occur: (a) the Leased Premises by reason of such notice occurrence are rendered wholly untenantable, (b) the Leased Premises should be damaged as a result of a risk which is givennot covered by insurance, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the Term or of any renewal hereof, (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, or (e) the proceeds of such insurance are not sufficient to repair the Leased Premises to the extent required above (including any deficiency as a result of a mortgage lender’s election to apply such proceeds to the payment of the mortgage loan). Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired as required herein. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at least a condition equal to that existing prior to the terms hereof has not elected to make destruction or casualty and the repairs itself, Lessor shall diligently prosecute the repair proceeds of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease all insurance carried by Tenant on its property and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided fixtures shall be reduced held in trust by Tenant for the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions purpose of said repair and shall not include public corridors, stairwells, elevators, and restroomsreplacement.

Destruction. (a) If In connection with the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten Separation (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar 14 business days after such destructionthe Distribution Date), Varex shall (i) use its reasonable best efforts to identify any documents or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is givenmaterials, Stateincluding any drawings, subdrawings and content related thereto in the possession or under the control of Varex or any member of its Group, in each case in any form whatsoever (including all copies thereof and all notes, extracts or summaries based thereon), that in any way contain, disclose or describe any Accelerator Technology other than (1) the Varian Licensed Accelerator Technology or (2) any Accelerator Technology that is a Varex Asset (“Excluded Accelerator Technology Materials”) and (ii) either such event, at its option, may terminate this lease or, upon notice deliver to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease Varian or destroy (1) any Excluded Accelerator Technology Materials set forth on Schedule C and (2) any other lease between Lessor Excluded Accelerator Technology Materials identified pursuant to clause (i) above (and, notwithstanding anything to the contrary in the Separation and State. c) In the event Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of any such destruction Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other than totalbackup storage devices or in any other manner). Promptly following the completion of such delivery and destruction, where Varex shall deliver to Varian written confirmation of compliance with its obligations under this Section 2.04(a), which confirmation shall be signed by an authorized representative of Varex. (b) Without limiting Varex’s obligations under Section 2.04(a), if at any time after the State has not terminated the lease as herein providedDistribution Date Varex or any member of its Group becomes aware of, or Varian notifies Varex of, any Excluded Accelerator Technology Materials that were not delivered to Varian or destroyed pursuant to the terms hereof has not elected Section 2.04(a), then Varex shall promptly (i) deliver to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises Varian or destroy such Excluded Accelerator Technology Materials (and, notwithstanding anything to the contrary in the Separation and Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of such Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other backup storage devices or in any eventother manner) and (ii) deliver to Varian written confirmation of compliance with its obligations under this Section 2.04(b) with respect to such Excluded Accelerator Technology Materials, if repairs are not completed within the which confirmation shall be signed by an authorized representative of Varex. (c) For a period of thirty four (304) days for destruction aggregating ten (10) percent or less of years after the floor spaceDistribution Date, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Varian shall have the option right to terminate this lease cause a Third Party auditor selected by Varian and reasonably acceptable to Varex, upon reasonable notice, during regular business hours and under customary obligations of confidence to Varex, to audit the records and databases of Varex and the other members of its Group to confirm that Varex has complied with its obligations under Section 2.04(a) and Section 2.04(b) and to identify any Excluded Accelerator Technology Materials that have not otherwise been delivered to Varian or complete destroyed. Varex and the repairs itselfother members of its Group shall reasonably cooperate with any such audit, deducting including by making their personnel reasonably available to provide information and assistance reasonably required by the cost thereof from Third Party auditor. Upon completion of any such audit, the rental due Third Party auditor shall prepare and deliver to the Parties a report (i) stating whether the audit identified any Excluded Accelerator Technology Materials that have not otherwise been delivered to Varian or destroyed and (ii) if the audit identified any such Excluded Accelerator Technology Materials, a description thereof. Except as provided in the preceding sentence, the Third Party auditor shall not provide Varian with any information regarding the audited records and databases. Without limiting Varex’s obligations under Section 2.04(a) or Section 2.04(b), if the audit identifies any Excluded Accelerator Technology Materials that have not otherwise been delivered to become due Varian or destroyed, then Varex shall promptly (x) deliver to Varian or destroy such Excluded Accelerator Technology Materials (and, notwithstanding anything to the contrary in the Separation and Distribution Agreement, neither Varex nor any member of its Group shall retain any electronic back-up versions of such Excluded Accelerator Technology Materials on any computer system backup tapes, disks or other backup storage devices or in any other manner) and (y) deliver to Varian written confirmation of compliance with its obligations under this lease and sentence with respect to such Excluded Accelerator Technology Materials, which confirmation shall be signed by an authorized representative of Varex. Varian shall pay the costs of the Third Party auditor, unless the audit identifies any breach of Varex’s obligations under Section 2.04(a) or Section 2.04(b), in which case (without limiting any other lease between Lessor and State. drights or remedies that may be available to Varian) In Varex shall pay the event the State remains in possession costs of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsThird Party auditor.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) If the leased premises Leased Premises by reason of such occurrence are totally destroyed rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by fire insurance, or other casualty, this lease shall terminate. If such casualty shall render ten (10c) percent the Leased Premises should be damaged in whole or less in part during the last six (6) months of the floor space term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the leased premises unusable for the purpose intendedthen-monetary value thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety Ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date such Landlord. Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair extent of the leased premises and, Tenant Finish in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified a manner and in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option at least a condition equal to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears that existing prior to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdestruction or casualty.

Destruction. A. If the Building or the Premises, or any part thereof, is damaged by fire or other casualty during the term of this Lease, or any extension thereof, and this Lease is not terminated pursuant to paragraph 17.B, Lessor shall repair such damage and restore the Building and the Premises but none of Lessee’s leasehold improvements, additions or alterations made by Lessee to the Premises, to substantially the same condition in which the Building and the Premises existed on the Lease Commencement Date and this Lease shall, subject to this paragraph 17.A, remain in full force and effect. If such fire or other casualty damages the Premises or common areas of the Building necessary for Lessee’s use and occupancy of the Premises, then, during the period the Premises is rendered unusable by such damage, Lessee shall be entitled to a reduction in Base Monthly Rent and all other rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. B. If the Building or the Premises, or any part thereof, is damaged by fire or other casualty during the term of this Lease or any extension thereof and (a) If such fire or other casualty occurs during the leased premises last twelve (12) months of the term of this Lease or any extension thereof and Lessee has not exercised an Option to extend the term, or (b) the insurance proceeds received by Lessor with respect to such damage are totally destroyed not adequate to pay the entire cost, as reasonably estimated by Lessor, of the repair and restoration work to be performed by Lessor in accordance with paragraph 17.A, or (c) the repair and restoration work to be performed by Lessor in accordance with paragraph 17.A cannot, as reasonably estimated by Lessor, be completed within four (4) months after the occurrence of such fire or other casualty, this lease shall terminate. If then, in any such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedevent, Lessor shall effect restoration deliver notice thereof to Lessee within sixty (60) days after the occurrence of such fire or other casualty. Each party shall have the right, by giving written notice to the other party within twenty (20) days after the giving of Lessor’s notice, to terminate this Lease as of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent date of such floor space unusable but not constitute total destructiontermination notice. If neither party exercises the right to terminate this lease in accordance with this paragraph 17.B, Lessor shall forthwith give notice repair such damage and restore the Building and the Premises in accordance with paragraph 17.A and this Lease shall, subject to State paragraph 17.A, remain in full force and effect. A total destruction of the specific number Building shall automatically terminate this Lease effective as of days required to repair the samedate of such total destruction. If Lessor under such circumstances For purposes of this Lease, the term “total destruction” shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require mean destruction which results in more than 75% of the total square footage of the Building being rendered unusable for any purpose and which damage cannot be repaired within ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to as determined by Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. cC. Lessee waives the provisions of Civil Code Section 1932(2) In the event of and Civil Code Section 1933(4) with respect to any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StatePremises. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If In the leased premises are totally event the Premises and/or Common Area is destroyed by fire in whole or other casualtyin part from any cause, except for routine maintenance and repairs and incidental damage and from destruction caused from vandalism and accidents for which Tenant is responsible under Paragraph 9, neither Landlord nor Tenant shall have the right to terminate this lease Lease except upon the occurrence of limited circumstances provided hereinbelow, and Landlord shall terminate. If be obligated to rebuild or restore the Premises and/or Common Area so damaged or destroyed to its condition prior to the damage or destruction at Landlord's sole cost and expense, with the exception that Tenant shall be solely responsible for all or such casualty shall render ten (10) percent or less portion of the floor space deductible amount of any insurance coverage as is then reasonably allocable to the leased premises unusable for the purpose intended, Lessor shall effect rebuilding or restoration of the premises Premises under the insurance policies then being carried by Landlord pursuant to Paragraph 15 hereof. In the event any other portion of the Complex is damaged or destroyed (such as quickly as is reasonably possibleeither of the other two buildings in the Complex), Landlord shall not be obligated hereunder to rebuild or restore the same, but shall be obligated to cause such other portion of the Complex to be restored to a safe and aesthetically pleasing condition. Tenant shall be entitled to a reduction in any event Rent after the occurrence of such damage and while such rebuilding or restoration is being made in the proportion that the area of the Building rendered untenantable by such damage or destruction bears to the total area of the Building. Landlord shall within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent occurrence of such floor space unusable but not constitute total damage or destruction, Lessor provide Tenant with Landlord's contractor's estimate of the time required to complete the rebuilding or restoration of the Premises or the Common Area. If it is reasonably estimated by Landlord's contractor that the rebuilding or restoration will exceed thirteen (13) months following the date of the occurrence of such damage or destruction, then Tenant shall forthwith give have the right to terminate this Lease by giving written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Landlord within fifteen (15) calendar days after following receipt of Landlord's estimated time to rebuild or restore the Premises and/or Common Area. Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore the Building shall be limited to the Building and Interior Improvements (and any subsequent alterations, additions or improvements thereto) as they existed as of the date of such damage or destruction, but excluding (i) any Lab Equipment or if any alterations, additions or improvements that are particular to using any portion of the Premises as a lab as distinguished from using it as an office, and (ii) any restoration of Tenant's trade fixtures, equipment, inventory or merchandise (with the items reflected in clauses (i) and (ii) collectively referred to as the "Excluded Items"). If Landlord does not complete the rebuilding or restoration within thirteen (13) months following the date of destruction (such notice shall specify that such repairs will require more than ninety (90) days period of time to complete from date such notice is givenbe extended for delays caused by the fault or neglect of Tenant or because of Acts of God, Stateacts of public agencies, in either such eventlabor disputes, at its optionstrikes, may terminate this lease orfires, upon notice freight embargoes, rainy or stormy weather, inability to Lessorobtain materials, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein providedsupplies or fuels, or pursuant to other such delays beyond the terms hereof has not elected to make the repairs itselfreasonable control of Landlord or its contractors or subcontractors), Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State then Tenant shall have the option right to terminate this lease Lease by giving written notice to Landlord within fifteen (15) days after the expiration of said thirteen (13) month period (as such period may be extended by any of the foregoing enumerated excused delays). Landlord shall, within twenty (20) days after the occurrence of any matter which Landlord considers to constitute the basis for an excused delay, advise Tenant of such occurrence and the estimated excused delay that has been or complete will be occasioned thereby. a) Tenant shall (i) enter into contracts with the repairs itselfgeneral contractor(s) for the restoration or rebuilding and (ii) oversee the construction; (b) Landlord shall notify Tenant of the amount of the net insurance proceeds ("Net Insurance Proceeds") available to be applied to such restoration or rebuilding and provide adequate assurances to Tenant as to the future availability from Landlord of Landlord's Share (as hereinafter defined) of any additional amount, deducting if any, which is required to fund the cost thereof from of such restoration or rebuilding (net of the rental due or Excluded Items) to become due under this lease the extent such cost exceeds the aggregate of such net insurance proceeds and any other lease between Lessor and State. d) In insurance deductible to be borne by Tenant (the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.Non-Insured Cost");

Destruction. If the Project is totally or partially destroyed during ----------- the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this Paragraph, (i) Landlord shall restore the Project to substantially the same condition as it was in immediately before such destruction, (ii) Landlord shall not be required to restore Tenant's Alterations or Tenant's Personal Property, unless they are an integral part of the Premises and specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease, and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent shall be abated or reduced, between the date of such destruction and the date of completion of restoration, by the ratio of (a) If the leased premises are totally destroyed area of the Premises rendered unusable or inaccessible by fire the destruction to (b) the area of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Lease, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or other casualtybefore the later of 60 days after such destruction or 60 days after Landlord's receipt of the proceeds from insurance maintained by Landlord, this lease shall terminateif (A) then-existing laws do not permit such restoration, (B) such destruction occurs during the last year of the Term, (C) such destruction exceeds fifty percent (50%) of the then-replacement value of the Premises, the Building, or the Project or (D) Landlord determines that the cost of such restoration exceeds the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord. If Landlord so terminates this Lease, then (1) Landlord shall have no obligation to restore the Project, (2) Landlord shall retain all insurance proceeds relating to such casualty destruction, and (3) this Lease shall render ten (10terminate as of 30 days after such notice of termination from Landlord to Tenant. If Landlord restores the Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) percent and 1933(4) or less any successor statute with respect to any destruction of the floor space of Premises. In the leased premises unusable event Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and restock the Premises and shall re-open the Premises for the purpose intended, Lessor shall effect restoration of the premises business as quickly soon thereafter as is reasonably possible, but in any event within thirty (30) dayspracticable. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. If the Leased Premises shall be partially damaged by any casualty insured against under any insurance policy maintained by Landlord, Landlord shall, upon receipt of the insurance proceeds, repair the Leased Premises and until repair is complete the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the Leased Premises rendered untenantable. Notwithstanding the foregoing, if: (a) If the leased premises Leased Premises by reason of such occurrence are totally destroyed rendered wholly untenantable, or (b) the Leased Premises should be damaged as a result of a risk which is not covered by fire insurance, or other casualty, this lease shall terminate. If such casualty shall render ten (10c) percent the Leased Premises should be damaged in whole or less in part during the last six (6) months of the floor space term or of any renewal hereof, or (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the leased premises unusable for the purpose intendedthen-monetary value thereof, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then and in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety Ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date such Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following Landlord's giving notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair extent of the leased premises and, Tenant Finish in any event, if repairs are not completed within a manner and in at least a condition equal to that existing prior to the period destruction or casualty and the proceeds of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease all insurance carried by Tenant on its property and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided fixtures shall be reduced held in trust by Tenant for the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions purpose of said repair and shall not include public corridors, stairwells, elevators, and restroomsreplacement.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, at its option; (a) If Rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other casualtydestruction, or (b) Terminate this lease shall terminateLease. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but Landlord does riot give Tenant notice in any event writing within thirty (30) days. b) In days from the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State destruction of the specific number Premises of days required its election to repair either rebuild and restore the samePremises or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore the Premises, in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. If Lessor under landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of insurance settlement (such circumstances period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall not give such notice within liavu thu right to terminate this Lease by giving fifteen (15) calendar days after such destruction▇▇▇▇▇ written notice to Landlord, Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore shall be limited to the Premises and interior constructed by Landlord as they existed as of the Commencement Date of this Lease and shall riot include restoration of Tenant's trade fixtures, equipment, merchandise, or if any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole cost and expense provided this Lease is not canceled according to the provisions above. The proceeds from any insurance required by this Lease or such notice other insurance proceeds paid by reason of damage to or destruction of the Complex of Premises, or any part thereof, shall specify belong to and be paid to Landlord subject to the rights of any beneficiary of any deed of trust which constitutes an encumbrance. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code. In the event that such repairs will require more than ninety thirty-three and one third percent (9033-1/3%) days to complete from date such notice of the building in which the Premises are situated is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, damaged or destroyed (percentage of damage or destruction based on replacement cost) Landlord may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease Lease, whether the Premises be injured or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) not. In the event the State remains in possession destruction of the premises though partially destroyedPremises is caused by Tenant, Tenant shall pay the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdeductible portion of Landlord's insurance proceeds.

Destruction. a) If a. In the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less event of the floor space destruction of the leased premises unusable for Premises, to the purpose intended, Lessor shall effect restoration extent of less than fifty percent of the premises replacement cost thereof, during the lease term, from any causa, City shall to the extent of applicable insurance proceeds, at own cost and expense, as quickly soon practicable, repair the building. Such a partial destruction shall' in no way annul or void this lease, except as is reasonably possiblehereinafter provided. Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made. The proportionate reduction will be calculated by determining the extent to which the repair activity interferes with the business carried on by Tenant on the Premises. The repairs required hereby shall be such as to restore the building 8.1 ▇▇▇-▇▇▇-▇▇▇▇ TO: ▇▇▇ ▇▇▇ ▇▇▇▇ : , but in any event within thirty (30) days.to substantially the same condition as'it was prior to installation of improvements and betterments. Tenant shall, at its own cost and expense, as as practicable, repair, replace all improvements and betterments made to the leased Premises to the extent of b) b. In the event such casualty shall render the Premises is undamaged but one or more than ten (10) percent of such floor space unusable but not constitute total destructionfixture, Lessor shall forthwith give notice improvement or betterment made to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction.leased Premises damaged, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such eventTenant shall, at its optionown cost and expense, may terminate this lease oras soon as practicable, upon notice repair, replace or reconstruct said fixture, improvement or betterment to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and Stateextent of applicable insurance proceeds. cc. the event that the leased Premises is destroyed the extent of more than fifty percent (50%) of the replacement cost thereof, this Lease be terminated at the option of either'party. the lease is not terminated, Tenant shall be entitled to a proportionate reduction of rent while repairs are being made. The proportionate reduction w i l l be calculated by determining the extent to which the repair activity interferes with the business carried on by Tenant on the Praises. The repairs required hereby shall be such as to restore the building to substantially the same condition as it was prior to installation of improvements and betterments. Tenant shall, at its own cost and expense, soon as practicable, repair, replace or reconstruct all improvements and made to leased d. In the event of any such dispute between City and Tenant relative to the provisions of this paragraph, City's reasonable findings and conclusions as to ability to repair and extent of damage shall binding upon Tenant. e. In respect to any partial destruction other than totalwhich City is obligated to repair or may elect to repair under the terms of this subparagraph, where the State has provisions of Section 1932, Subdivision 2, 4 of 5 ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇ PAGE:06 Tenant shall not terminated assign or encumber its 0278 interest in this agreement or in the lease as herein providedPremises, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair sublease all any part of the leased premises andPremises, in any eventwithout first .obtaining City's written consent. ▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇ :07 . . . ▇▇▇-▇▇▇-▇▇▇▇ TO: ▇▇▇ ▇▇▇▇ PRGE:08 . . ... . . . . I . . . . I - -. 0280 I . . . . . . . . .. . . . . . .. . . . .. .... .... .. . . . . . . . ... ... .......... ... ... . . . . ! 5048 PRGE : ! .. . . , if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises.... -.-... . "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms... I ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇ PRGE: 10 ..

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, this lease the same shall terminate. If such casualty shall render ten (10) percent be repaired or less rebuilt as speedily as practical under the circumstances at the expense of the floor space Landlord, unless this Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base and Additional Rental shall be abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the leased premises unusable for casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the purpose intended, Lessor shall effect restoration last eighteen (18) months of the premises Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such an extent that the Building cannot, in Landlord's judgment, be operated economically as quickly as is reasonably possiblean integral unit, but then and in any such event Landlord may at its option terminate this Lease by notice in writing to the Tenant within sixty (60) days after the date of such occurrence, provided, however, Landlord will use its best efforts to attempt to provide such notice within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent ), days of such floor space unusable but not constitute total destructionoccurrence. If the Demised Premises are damaged to such an extent that repairs cannot, Lessor shall forthwith give notice to State in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the specific number casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of days required the Lease Term, then in either such event Tenant may elect to repair the same. If Lessor under such circumstances shall not give such terminate this Lease by notice in writing to Landlord within fifteen (15) calendar days after the date of such occurrence. Unless Landlord or Tenant elects to terminate this Lease as 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. ATL01/10756990v6 (c) If Landlord should elect or be obligated pursuant to subparagraph (a) above to repair or rebuild because of any damage or destruction, Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in Exhibit "D" hereto or with the proceeds of the Construction Allowance. If the cost of performing such repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if such notice Landlord's mortgagee or the lessor under a ground or underlying lease shall specify require that such repairs will require more than ninety (90) days any insurance proceeds from a casualty loss be paid to complete from date such notice is givenit, State, in either such event, at its option, Landlord may terminate this lease orLease unless Tenant, upon notice within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to Lessor, may elect to undertake pay the repairs itself, deducting difference between the cost thereof from of repair and the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair proceeds of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days insurance available to Landlord for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statesuch purpose. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a(i) If If, prior to the leased premises are totally Purchase Closing Date, any part of the Premises is damaged or destroyed by fire or other casualty, this lease Optionor shall terminatepromptly notify Optionee in writing of such fact. If such casualty shall render ten (10) percent or less the portion of the floor space Premises so damaged or destroyed exceeds twenty percent (20%) of the leased premises unusable for the purpose intended, Lessor shall effect restoration rentable square feet of the premises as quickly as is reasonably possiblePremises (a “Significant Portion”), but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Optionee shall have the option to terminate this lease the Agreement as to the transaction that is the subject of the applicable Purchase Option Notice upon thirty (30) days’ notice to Optionor, provided, that within such thirty (30) day period Optionor may, at its option, but subject to the terms and conditions of the Condominium Documents, notify Optionor that it intends to repair such damage at its sole cost and expense, and Optionor may, upon such notice, postpone the Purchase Closing for a period of time reasonably necessary, but not to exceed ninety (90) days in the aggregate, to make such repairs. If Optionee shall elect to terminate the Agreement as aforesaid, and Optionor shall not notify Optionee within such thirty (30) day period of its intention to make such repairs, then the Deposit shall be promptly returned to Optionee whereupon the Agreement shall terminate as to the transaction that is the subject of the applicable Purchase Option Notice and neither party shall have any further rights or complete obligations hereunder with respect thereto other than those that expressly survive such termination. If Optionee does not elect to terminate the repairs itselfAgreement as provided above, deducting or if the portion of the Premises so damaged or destroyed is not more than a Significant Portion of the Premises, Optionee shall accept the Premises in its then “as is” condition with no abatement of the Purchase Price, and at the Purchase Closing Optionor shall assign and turn over to Optionee, and Optionee shall be entitled to make a claim for and to receive and keep, all of Optionor’s interest in and to all casualty insurance proceeds payable in connection with such casualty, and Optionee shall receive a credit against the Purchase Price at the Purchase Closing in the amount of (a) any deductible payable by Optionor in connection with casualty coverage, plus (b) the insurance proceeds, if any, actually received by Optionor prior to the Purchase Closing, minus (c) the reasonable out-of-pocket costs actually incurred or paid by Optionor in collecting the proceeds and/or in making any repairs; provided, that the insurer confirms in writing its willingness to pay to Optionee the full amount of the estimated cost thereof from of the rental due restoration of the Premises (less the deductible), or Optionor grants to become due Optionee a credit in an amount equal to the difference between the full amount of the estimated cost of the restoration of the Premises and the amount the insurer agrees to pay to Optionee. This Section 15 is an express agreement to the contrary of Section 5-1311 of the New York General Obligation Law. (ii) Any disputes under this lease Section 15 as to whether Optionee has the right to terminate the Agreement or the amount of square feet damaged by any casualty shall be resolved by expedited arbitration (the “Arbitration”) before a single arbitrator acceptable to both Optionor and any other lease between Lessor and State. d) In Optionee in their reasonable judgment in accordance with the event the State remains in possession rules of the premises though partially destroyedAmerican Arbitration Association; provided that if Optionor and Optionee fail to agree on an arbitrator and initiate the Arbitration within five (5) Business Days after a dispute arises, then either party may request the rental as herein provided American Arbitration Association (the “AAA”) to designate an arbitrator and the Arbitration shall begin on the Business Day immediately subsequent to the day on which the AAA designates an arbitrator and shall proceed continuously thereafter until concluded. Such arbitrator shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet an independent architect having at least ten (10) years of experience in the leased premisesconstruction of office buildings in New York, New York. "Net square feet" The costs and expenses of such arbitrator shall mean actual inside dimensions be borne equally by Optionor and Optionee. This Section 15 shall not include public corridors, stairwells, elevators, and restroomssurvive the Purchase Closing.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) . In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) . In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the said leased premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises are Building is totally or partially destroyed by fire during the Term, rendering the Premises totally or other casualtypartially inaccessible or unusable, then, subject to the remainder of this lease Paragraph, (i) Landlord shall terminate. If such casualty shall render ten promptly commence work necessary to restore the Building (10) percent or less of including the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or initial tenant improvements constructed pursuant to the terms hereof has not elected of Exhibit "C" attached hereto) to make substantially the repairs itself, Lessor same condition as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant's Alterations or Tenant's Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the repair sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease (except as provided below), and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent and Additional Rent shall be abated or reduced, between the date of such destruction and the date of Substantial Completion of restoration, by the ratio of (a) the Rentable Square Footage of the leased premises andPremises rendered unusable or inaccessible by the destruction or in which Tenant is unable to operate its business as of result of the destruction, as reasonably determined by Landlord, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Paragraph, either party shall have ten business days from the date of Landlord's determination that this sentence applies to the subject destruction/reconstruction, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option which to terminate this lease Lease if Landlord reasonably determines that (1) it will likely take more than either (A) 270 days following the date of such casualty, or (B) 210 days from obtaining all required permits for such reconstruction, in which to complete such work, (2) such destruction (which is not de minimus in nature) occurs during the repairs itselflast year of the Term, deducting or (3) then-existing laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before the later of 60 days after such destruction or 30 days after Landlord's receipt of the proceeds (or written notice of the amount of proceeds) from insurance maintained by Landlord, if (I) such destruction exceeds 20% of the then-replacement value of the Premises, the Building, or the Project, or (II) Landlord reasonably determines that the cost thereof of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, excluding deductibles, by more than five percent of such cost of restoration. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the rental due Project, (y) Landlord shall retain all insurance proceeds relating to such destruction, and (z) this Lease shall terminate as of 30 days after such notice of termination from Landlord to Tenant. Landlord's right to terminate this Lease as set forth in the immediately preceding sentence shall be conditioned upon Landlord also terminating the leases of all similarly affected tenants in the Project. Tenant hereby waives the provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession destruction of the premises though partially destroyedPremises.. Additionally, the rental as herein provided shall be reduced if Landlord fails to Substantially Complete such restoration work within 270 days of such damage or destruction, Tenant may, by the same ratio as the net square feet the State 30 days' written notice to Landlord delivered after such period (during which period of time such restoration is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridorsSubstantially Completed), stairwells, elevators, and restroomsterminate this Lease.

Destruction. a) If the leased premises are totally destroyed Leased Premises or the public areas of the Building shall be damaged by fire or other casualty, this lease Landlord shall terminate. If proceed with reasonable diligence to repair such casualty damage; but Landlord shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days be required to repair the sameor replace any of Tenant's improvements or removable property whether or not installed by Tenant. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionthe Leased Premises, or if such notice any part thereof, shall specify that such repairs will require more than ninety be rendered unquestionably untenantable for a period of at least one hundred twenty (90120) days to complete from date by reason of such notice is givendamage, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair rent for that portion of the leased premises andLeased Premises which shall have been so rendered unquestionably untenantable, in any event, if repairs are not completed within shall be abated for the period of thirty (30) days the untenantability. Landlord shall not be liable for destruction aggregating ten (10) percent any inconvenience or less of the floor spaceinjury or damage to Tenant's business resulting in any way for such damage by fire or other casualty, or within the period specified repair thereof, or for any reasonable delay which may arise by reason of adjustments of insurance claims, labor disputes, unavailability of materials, and other causes beyond Landlord's reasonable control unless caused by Landlord's gross negligence or willful act. If the Building shall be so damaged that demolition or substantial alterations or reconstruction thereof shall in Lessor's notice in connection with partial destruction aggregating more than ten Landlord s opinion be advisable (10) percentwhether or not the Leased Premises shall have been so damaged), the State Landlord shall have the option to terminate this lease or Lease by written notice given to Tenant within ninety (90) days following the date of such damage. Landlord shall, within sixty (60) days following the date of such damage, furnish Tenant with an estimate of the time required to repair such damage (which estimate, however, shall not Institute an undertaking on the part of the Landlord to complete required repairs within the repairs itself, deducting estimated period of time). If the cost time estimated by Landlord for the repair thereof exceeds six (6) months from the rental due date of such damage, either Landlord or Tenant may terminate this Lease upon written notice given to become due the other party within thirty (30) days after Landlord notifies Tenant of the estimated time for repair. Upon any termination of this Lease under the provisions of this lease Section, the parties shall be released thereby without further obligation to the other party coincident with the surrender of possession of the Leased Premises to the Landlord, except for items which have theretofore accrued arm be then unpaid, and any other lease between Lessor and State. d) In except when the damage or destruction is caused by Tenant. Notwithstanding anything herein to the contrary, in the event the State remains holder of any indebtedness secured by a first mortgage or deed of trust covering the Building in possession which the Leased Premises are located requires that casualty insurance proceeds be applied first to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering Written notice of the premises though partially destroyedtermination to Tenant, the rental as herein provided whereupon all rights and obligations hereunder shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions cease and shall not include public corridors, stairwells, elevators, and restroomsdetermine.

Destruction. a) If the leased Leased premises or any portion thereof are totally destroyed by fire storm, fire, lightning, earthquake or other casualty, this lease Tenant shall terminateimmediately notify Landlord. If such casualty shall render ten In the event the Leased Premises cannot, in Landlord's reasonable judgment, be restored within one hundred twenty (10120) percent or less days of the floor space date of such damage or destruction, this Lease shall terminate as of the leased premises unusable date of destruction, and all rent and other sums payable by Tenant hereunder shall be accounted for the purpose intended, Lessor shall effect restoration as between Landlord and Tenant as of the premises as quickly as is reasonably possible, but in any event date of such destruction. Landlord shall notify Tenant within thirty (30) days of the date of the damage or destruction whether the Leased Premises can be restored within one hundred twenty (120) days. b) In . If this Lease is not terminated as provided in this paragraph, Landlord shall, to the event such casualty shall render more than ten (10) percent extent insurance proceeds payable on account of such floor space unusable but not constitute total destructiondamage or destruction are available to Landlord (with the excess proceeds belonging to Landlord), Lessor shall forthwith give notice to State within a reasonable time, repair, restore, rebuild, reconstruct or replace the damaged or destroyed portion of the specific number of days Leased Premises to a condition substantially similar to the condition which existed prior to the damage or destruction. Provided, however, Landlord shall only be required to repair repair, restore, rebuild, reconstruct and replace the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionLandlord's Work shown on Exhibit "B", or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such eventand Tenant shall, at its option, may terminate this lease orsole cost and expense, upon notice completion of the Landlord's Work, repair, restore, rebuild, reconstruct and replace, as required, any and all improvements installed in the Leased Premises by Tenant and all trade fixtures, personal property, inventory, signs and other contents in the Leased Premises, and all other repairs not specifically required of Landlord hereunder; in a manner and to Lessorat least the condition existing prior to the damage to the extent of Tenant's insurance proceeds. Tenant's obligation to pay Base Rent shall abat▇ ▇▇▇il Landlord has repaired, may elect restored, rebuilt reconstructed or replaced the Leased Premises, as required herein, proportion to undertake the repairs itself, deducting part of the cost thereof from Leased Premises which are unusable by Tenant. If the rental damage or destruction is due to become due under this lease and any other lease between Lessor and State. c) the act, neglect, fault or omission of Tenant; there shall be no rent abatement except to the extent of rent loss insurance. In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant dispute between Land▇▇▇▇ ▇▇▇ Tenant relative to the provisions of this paragraph, they may each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding on both Landlord and Tenant who shall bear the cost of such arbitration equally between them. Landlord shall not be required to repair any property installed in the Leased Premises by Tenant. Tenant waives any right under applicable laws inconsistent with the terms hereof has not elected of this paragraph and in the event of a destruction agrees to make accept any offer by Landlord to provide Tenant with comparable space within the repairs itselfproject in which the Leased Premises are located on the same terms as this Lease. Notwithstanding the provisions of this paragraph, Lessor shall diligently prosecute if any such damage or destruction occurs within the repair final two (2) years of the leased premises andterm hereof, then Landlord, in any eventits sole discretion, if repairs are not completed within may, without regard to the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor spaceaforesaid 120-day period, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or Lease by written notice to become due under this lease and any other lease between Lessor and StateTenant. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises are totally destroyed Leased Premises shall be partially damaged by fire or other casualtyany casualty which is insured against under any insurance policy maintained by Landlord, this lease shall terminate. If such casualty shall render ten (10) percent or less Landlord shall, to the extent of and upon receipt of, the insurance proceeds, repair the portion of the floor space Landlord’s Construction Obligations damaged by such casualty. Until such repair is complete, the Basic Annual Rent and Additional Rent shall be abated proportionately as to that portion of the leased premises unusable for Leased Premises rendered untenantable. Notwithstanding the purpose intendedforegoing, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required Landlord may either elect to repair the same. If Lessor under such circumstances shall not give such damage or may cancel this Lease by notice of cancellation within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days after such event and thereupon this Lease shall expire, and Tenant shall vacate and surrender the Leased Premises to complete from date Landlord if any of the following occur: (a) the Leased Premises by reason of such notice occurrence are rendered wholly untenantable, (b) the Leased Premises should be damaged as a result of a risk which is givennot covered by insurance, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. (c) the Leased Premises should be damaged in whole or in part during the last six (6) months of the term or of any renewal hereof, (d) the Leased Premises or the Building (whether the Leased Premises are damaged or not) should be damaged to the extent of fifty percent (50%) or more of the then-monetary value thereof, or (e) the proceeds of such insurance are not sufficient to repair the Leased Premises to the extent required above (including any deficiency as a result of a mortgage lender’s election to apply such proceeds to the payment of the mortgage loan). Tenant’s liability for rent upon the termination of this Lease shall cease as of the day following Landlord’s giving notice of cancellation. In the event Landlord elects to repair any damage, any abatement of any such destruction other than totalrent shall end five (5) days after notice by Landlord to Tenant that the Leased Premises have been repaired as required herein. If the damage is caused by the negligence of Tenant or its employees, where the State has not terminated the lease as herein providedagents, invitees, or pursuant concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Leased Premises in a manner and in at least a condition equal to that existing prior to the terms hereof has not elected to make destruction or casualty and the repairs itself, Lessor shall diligently prosecute the repair proceeds of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease all insurance carried by Tenant on its property and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided fixtures shall be reduced held in trust by Tenant for the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions purpose of said repair and shall not include public corridors, stairwells, elevators, and restroomsreplacement.

Destruction. a) If the leased premises Building is destroyed or damaged or rendered wholly or partially untenantable by fire or other casualty or any other peril that is fully covered by the insurance Tenant is required to carry under the terms of this Lease, Tenant shall promptly, but in no event later than 90 days from the receipt of insurance proceeds relating to such destruction, begin the repair or replacement of the Building, in accordance with the Construction Drawings or such other plans and specifications as are totally approved by Landlord in writing, and shall diligently prosecute the same to completion. Notwithstanding the foregoing, if the repair or replacement of the Building is not fully covered by the insurance Tenant is required to carry under this Lease, then Tenant shall notify Landlord in writing of the amount by which the estimated cost of repairs exceeds such proceeds (the “Shortfall”), and Tenant shall have the right, within ninety (90) days after receipt of such notice, to elect to provide the Shortfall and proceed with such repairs, in which case this Lease shall continue in full force and effect. If Tenant elects not to provide the Shortfall, then Landlord shall have the option either to (A) provide the Shortfall at Landlord’s sole expense and direct Tenant to repair or restore such damage (using the insurance proceeds and such additional funds as Landlord may provide to pay the Shortfall), with this Lease continuing in full force and effect, or (B) give notice to Tenant terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice of termination. In the event of giving such notice of termination, this Lease shall expire and all interest of Tenant in the Property shall terminate on the date so specified in such notice. If the Building is damaged or destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less within the last 2 years of the floor space of the leased premises unusable for the purpose intendedTerm, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State then Tenant shall have the option right to terminate this lease or complete Lease by giving Notice to Landlord within 60 days after the repairs itself, deducting date of destruction. If Tenant does not terminate the cost thereof Lease within 30 days from the rental due or to become due under this lease expiration of such 60 day period, Tenant shall begin the repair and any other lease between Lessor and State. d) In the event the State remains in possession replacement of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears Building pursuant to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsthis Subsection 13.2(a).

Destruction. If the Building is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this Paragraph, (i) Landlord shall promptly commence work necessary to restore the Building to substantially the same condition as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease (except as provided below), and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent and Additional Rent shall be abated or reduced, between the date of such destruction and the date of Substantial Completion of restoration, by the ratio of (a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less Rentable Square Footage of the floor space Premises rendered unusable or inaccessible by the destruction, to (b) the Rentable Square Footage of the leased premises unusable for Premises prior to such destruction. Notwithstanding anything to the purpose intendedcontrary in this Paragraph, Lessor either party shall effect restoration have ten business days from the date of Landlord’s determination that this sentence applies to the subject destruction/reconstruction, in which to terminate this Lease if Landlord determines that (1) the existing laws do not permit such restoration, or (2) such destruction (which is not de minimis in nature) occurs during the last year of the premises as quickly as is reasonably possibleTerm. Additionally, but Landlord may, at its election, terminate this Lease by so notifying Tenant in any event within writing on or before the later of one hundred twenty (120) days after such destruction or thirty (30) days. bdays after Landlord’s receipt of the proceeds (or written notice of the amount of proceeds) In from insurance maintained by Landlord, if (I) such destruction exceeds twenty percent (20%) of the event such casualty shall render more than ten then replacement value of the Premises, the Building, or the Project, or (10II) percent Landlord reasonably determines that the cost of such floor space unusable but not constitute total destructionrestoration will exceed the amount of insurance proceeds relating to such destruction actually received by Landlord from insurance maintained by Landlord, Lessor shall forthwith give notice to State of the specific number of days required to repair the sameexcluding deductibles. If Lessor under such circumstances Landlord or Tenant so terminates this Lease, then (x) Landlord shall not give such notice within fifteen have no obligation to restore the Project, (15y) calendar days after Landlord shall retain all insurance proceeds relating to such destruction, or if such notice and (z) this Lease shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days after such notice of termination from Landlord to Tenant. If Landlord restores the Premises following any such destruction, Tenant shall immediately refixturize, re-equip, and (if applicable) restock the Premises and shall re-open the Premises for destruction aggregating ten business as soon thereafter as is reasonably practicable. If Tenant does not intend to so reopen the Premises for business, it must notify Landlord in writing within twenty (1020) percent business days of such damage or less of the floor spacedestruction, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to whereupon Landlord may cease its repair work and terminate this lease or complete the repairs itselfLease. Additionally, deducting the cost thereof from the rental due or if Landlord fails to become due under Substantially Complete such restoration work within one year, Tenant may, by thirty (30) days’ written notice to Landlord delivered after such year (during which period of time such restoration is not Substantially Completed), terminate this lease and any other lease between Lessor and StateLease. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless this Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall be abated until the Premises are repaired or rebuilt. (b) If the Premises are (i) damaged to such an extent that repairs cannot, in Landlord's reasonable judgment, be completed within one hundred eighty (180) days after the date of the casualty, or (ii) damaged or destroyed as a result of a risk which is not insured under the insurance policies required hereunder, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or (iv) if the Building is damaged in whole or in part (whether or not the Premises are damaged) to such an extent that the Building cannot, in Landlord's reasonable judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such occurrence. If the Premises are damaged to such an extent that repairs cannot, in Landlord's reasonable judgment, be completed within one hundred eighty (180) days after the date of the casualty or if the Premises are substantially damaged during the last eighteen (18) months of the Lease Term, then in either such event Tenant may elect to terminate this Lease by notice in writing to Landlord within sixty (60) days after the date of such occurrence. Unless Landlord or Tenant elects to terminate this Lease as 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 any damage or destruction, Landlord's obligation shall be limited to the original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in Exhibit "D" hereto or with the proceeds of the Tenant Improvement Allowance. If the cost of performing such repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if Landlord's mortgagee or the lessor under a ground or underlying lease shall terminate. If such require that any insurance proceeds from a casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedloss be paid to it, Lessor shall effect restoration of the premises as quickly as is reasonably possibleLandlord may terminate this Lease unless Tenant, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondemand therefor, or if such notice shall specify that such repairs will require more than ninety (90) days deposits with Landlord a sum of money sufficient to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake pay the repairs itself, deducting difference between the cost thereof from of repair and the rental due proceeds of the insurance available to become due under this lease and any other lease between Lessor and StateLandlord for such purpose. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the no event the State remains in possession shall Landlord be liable for any loss or damage sustained by Tenant by reason of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomscasualties mentioned hereinabove or any other accidental casualty.

Destruction. If a Building is or the Common Areas are damaged or totally or partially destroyed during the Term, rendering the Premises or the Common Areas totally or partially inaccessible or unusable or materially deficient in functionality as a first-class office building or complex, then, subject to the remainder of this Paragraph, (i) Landlord shall promptly commence work necessary to restore the Building, the Common Areas and the Premises (including the Landlord’s TI Work described in Exhibit“C”) to substantially the same condition as they were in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such damage or destruction shall not terminate this Lease (except as provided below), and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent and Additional Rent shall be abated or reduced, between the date of such destruction and the earlier of (A) the date Tenant recommences operation of the Permitted Use from the Premises, or (B) that date which is 30 days after the date of Substantial Completion of restoration, by the ratio of (a) If the leased premises are totally destroyed Rentable Square Footage of the Premises rendered unusable or inaccessible by fire the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Paragraph, either party shall have ten business days from the date of Landlord’s determination that this sentence applies to the subject destruction/reconstruction (which determination must be made and delivered to Tenant within ten business days of the occurrence of such damage or other casualtydestruction to the Building), in which to terminate this lease Lease if Landlord reasonably determines that (1) it will likely take more than 240 days following the date of such casualty in which to complete such work (provided that, if Landlord exercises its right to terminate this Lease pursuant to this clause (1) and then subsequently commences restoring the Building within six months of the date Landlord sent Tenant such termination notice, then Tenant shall terminatehave the right, exercised within 30 days of the date Tenant becomes aware of such restoration work having commenced, to elect to have this Lease reinstated), (2) such destruction (which is not de minimus in nature) occurs during the last year of the Term (as such Term may be extended; it being agreed that if Tenant has the right to exercise an Option to Extend at the time of Landlord’s election to terminate this Lease pursuant to this clause (2), Tenant may rescind such termination by exercising such Option to Extend by giving Landlord written notice thereof within ten business days after Tenant’s receipt of Landlord’s termination notice), or (3) existing laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before 60 days after such damage or destruction if Landlord reasonably determines that the cost of restoration of such damage or destruction to the Building will exceed the amount of insurance proceeds relating to such destruction actually received (or to be received) by Landlord from insurance maintained by Landlord, excluding deductibles, by more than ten percent (10%) of such cost of restoration (or $1,000,000.00, whichever is greater) in the case of damage or destruction resulting from a cause not covered by the casualty insurance maintained, or required to be maintained hereunder, by Landlord, or by more than twenty-five percent (25%) of the cost of such restoration (or $2,500,000.00, whichever is greater) in the case of damage or destruction resulting from a cause which is covered by the casualty insurance maintained, or required to be maintained hereunder, by Landlord (unless such excess is due to Landlord’s failure to maintain the insurance required by Paragraph 21, above or due to conduct on the part of Landlord or its agents or employees that caused such coverage to not apply, in which case this sentence will not apply). If either Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project, (y) Landlord shall retain all insurance proceeds relating to such casualty destruction except to the extent such proceeds relate to Tenant’s Personal Property, and (z) this Lease shall render terminate as of 30 days after such notice of termination: provided, however, that Tenant shall have the right to elect, by written notice given to Landlord within ten (10business days of receipt of Landlord’s notice of termination pursuant to the preceding sentence, to fund the actual cost of such restoration to the extent it shall exceed the applicable threshold amount set forth in the preceding sentence, in which event Landlord’s prior election to terminate the Lease pursuant to the preceding sentence shall be deemed void. Landlord and Tenant hereby waive the provisions of California Civil Code Sections 1932(2) percent and 1933(4) or less any successor statute with respect to any destruction of the floor space of Premises. If Landlord restores the leased premises unusable Premises following any such destruction, Tenant shall immediately refixturize, refurnish, and re-equip the Premises and shall re-open the Premises for the purpose intended, Lessor shall effect restoration of the premises business as quickly soon thereafter as is reasonably possiblepracticable. If Tenant does not intend to so reopen the Premises for business, but it must notify Landlord in any event writing within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent 20 business days of such floor space unusable but not constitute total damage or destruction, Lessor shall forthwith give whereupon Landlord may cease its repair work and terminate this Lease in the same manner as provided above. Additionally, if Landlord fails to Substantially Complete such restoration work within 270 days (subject to extension due to the occurrence of events of force majeure), Tenant may, by 30 days’ written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days Landlord delivered after such destruction270 day period, or if (during which period of time such notice shall specify that such repairs will require more than ninety (90restoration is not Substantially Completed) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake Lease. Notwithstanding the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any eventforegoing, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option there is damage to a Building that entitles a party to terminate this lease Lease, but the other Building is not damaged, then at Tenant’s election, any termination of this Lease pursuant to this Paragraph 30 by Landlord or complete the repairs itself, deducting the cost thereof from the rental due or Tenant shall apply only to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession that portion of the premises though partially destroyedPremises located within the damaged Building, and this Lease shall remain in effect as to that portion of the Premises located in the undamaged Building. In such case, the rental as herein provided parties shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears amend this Lease to the total net square feet reflect such reduction in the leased premises. "Net square feet" shall mean actual inside dimensions Premises and shall not include public corridors, stairwells, elevators, and restroomsadjust all provisions of this Lease that are based upon the Rentable Square Footage of the Premises.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less Effective as of the floor space first day of the leased premises unusable for Third Option Period, Lease Paragraph 61 ("Destruction") shall be deleted in its entirety and replaced with the purpose intendedfollowing: "61. DESTRUCTION: Paragraph 21 is modified by the following: A. Notwithstanding anything to the contrary within Paragraph 21, Lessor shall effect restoration Landlord may terminate this Lease in the event of an uninsured event or if insurance proceeds, net of the premises as quickly as is reasonably possibledeductible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) are insufficient to cover one hundred percent of the rebuilding costs; provided, however, Tenant shall have the right to elect, in its discretion, to contribute such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice excess funds to State of the specific number of days required permit Landlord to repair the same. Premises. B. Except as provided in ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ may not terminate the Lease if the Premises are damaged by a peril whereby the cost to replace and/or repair is one hundred percent (100%) covered by the insurance carried by Landlord pursuant to Paragraph 12, but instead shall restore the Premises in the manner described by Paragraph 21. C. If Lessor under such circumstances the Premises are damaged by a peril covered by the insurance carried by Landlord pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall not give such notice within fifteen have the option to terminate the Lease if each of the following conditions is satisfied: (15i) calendar days after such destructionthe cost to repair or the damage exceeds thirty-three percent (33%) of the then replacement cost of the Premises; and (ii) the damage occurs at a time when there is less than five (5) years remaining in the term of the Lease. D. If Landlord fails to obtain insurance as required pursuant to Paragraph 12, and said insurance would have been available to cover any damage or if such notice destruction to the Premises, Landlord shall specify that such repairs will require more than ninety (90) days be required to complete from date such notice is given, State, in either such eventrebuild, at its optioncost, may terminate this lease or, upon notice net of the deductible which would have been required under said insurance policy (which deductible Tenant is required to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and Statepay). c) In E. If the event Premises are damaged by any peril, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of any such destruction other than total, where Landlord's architect or construction consultant as to when the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair restoration work required of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Landlord may be completed. Tenant shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In Lease in the event the State remains in possession any of the premises though partially destroyedfollowing occurs, which option may be exercised only by delivery to Landlord of a written notice of election to terminate within seven (7) days after Quantum 4 Tenant receives from Landlord the estimate of the time needed to complete such restoration: (1) The Premises are damaged by any peril (not caused by or resulting from an action of Tenant or Tenant's agents, employees, contractors or invitees) and, in the reasonable opinion of Landlord's architect or construction consultant, the rental as herein provided shall restoration of the Leased Premises cannot be reduced substantially completed within 180 days after the date of such damage (subject to force majeure conditions); or (2) The Premises are damaged by any peril (not caused by or resulting from an action of Tenant or Tenant's agents, employees, contractors or invitees) within twelve (12) months of the same ratio last day of the Lease term, and, in the reasonable opinion of Landlord's architect or construction consultant, the restoration of the Leased Premises cannot be substantially completed within sixty (60) days after the date of such damage and Tenant has not exercised its Option to Extend said Term (or Extended Term as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. case may be)."Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If 18.01 Should the leased premises are totally Premises or the Project be partially destroyed by fire or other casualtyany cause, this lease Lease shall terminate. If such casualty continue in full force and effect and Lessor, at Lessor's own cost and expense, shall render ten promptly commence the work of repairing and restoring the Premises to their prior condition providing that the work can be accomplished under all applicable government laws and regulations within six (106) months from the date of damage at a cost not exceeding twenty-five percent or less (25%) of the floor space total replacement cost of the leased premises unusable for Premises or the purpose intendedProject, Lessor shall effect restoration of as the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the samecase may be. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of Within thirty (30) days for destruction aggregating ten of the occurrence of partial destruction, Lessor may terminate this Lease as of the date of the occurrence if nine (109) percent months or less remain in the Lease Term. 18.02 Should the Premises or the Project be so far destroyed that they cannot be repaired or restored to their former condition within six (6) months of the floor spacedate of damage or at a cost exceeding twenty-five percent (25%) of the total replacement cost of the Premises or the Project, as the case may be, Lessor may at Lessor's option either: A. Continue this Lease in full force and effect by repairing and restoring, at Less▇▇'▇ ▇wn cost and expense, the Premises to their former condition; or B. Terminate this Lease by giving Less▇▇ ▇▇▇tten notice of such termination. 18.03 Any insurance proceeds received by Lessor because of the total or within partial destruction of the Premises or the Project shall be the sole property of Lessor, free from any claims of Lessee, and may be used by Lessor for whatever purposes Lessor may desire. 18.04 Should Lessor elect to repair and restore the Premises to their former condition, there shall be a proportional abatement in the amount of Rent payable during the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become of repair and restoration. The Rent due under the terms of this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided Lease shall be reduced between the date of destruction and the date of completion of restoration and repair based on the extent to which destruction interferes with Less▇▇'▇ ▇se of the Premises, as reasonably determined by Less▇▇. 18.05 Lessee hereby waives California Civil Code Sections 1932(2) and 1934(4) providing for termination of hiring upon destruction of the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsthing hired.

Destruction. aIn the event the Premises are destroyed in whole or in part from any cause, Lessor may, at its option, ( 1.) If rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other casualty, this lease shall terminatedestruction or (2.) terminate the Lease as provided for below. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but does not give Lessee notice in any event writing within thirty (30) days. b) In days from the event such casualty shall render more than ten (10) percent destruction of such floor space unusable but not constitute total destructionthe Premises of its election either to rebuild and restore the Premises, or to terminate this Lease, Lessor shall forthwith give notice be deemed to State of have elected to rebuild or restore them, in which event Lessor agrees, at its expense, promptly to rebuild or restore the specific number of days required Premises to repair its condition prior to the samedamage or destruction. If Lessor under does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such circumstances period of time to be extended for delays caused by the fault or neglect of Lessee of because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond control of Lessor), then Lessee shall not give such notice within have the right to terminate this Lease by giving fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon prior written notice to Lessor. Lessor's obligation to rebuild or restore shall not include restoration of Lessee's trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Lessee to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Lessee hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof, Lessor may elect to undertake terminate this Lease, whether the repairs itself, deducting Premises be injured or not. The rent due hereunder shall equitably abat▇ ▇▇▇ing the cost thereof from time period the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, Premises are damaged or pursuant being repaired to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair extent of the leased premises and, in any event, if repairs are not completed within the period Lessee's lack of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Stateuse thereof. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises are totally destroyed shall be partially damaged by fire or other casualty, the damage shall be repaired at the expense of Landlord, but without prejudice to the rights of subrogation, if any, of Landlord's insurer. Landlord shall not be required to repair or restore any of Tenant's property or any alteration or leasehold improvement made by or for Tenant at Tenant's expense. Tenant shall give Landlord prompt notice of any damage or destruction to the premises. The rent shall ▇▇▇▇▇ in proportion to the portion of the premises not usable by Tenant Landlord shall not be liable to Tenant for any delay in restoring the premises, Tenant's sole remedy being the right to an abatement of rent, as above provided. If (i) the premises are rendered wholly untenantable by fire or other casualty and if Landlord shall decide not to restore the premises, (ii) the premises are rendered wholly untenantable by fire or other casualty during the last twenty-four (24) months of the term hereof, or (iii) if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it (whether or not the premises have been damaged), landlord may within ninety (90) days after such fire or other cause give written notice to Tenant of its election that the term of this lease shall terminate. If such casualty shall render ten (10) percent or automatically expire no less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given. Notwithstanding the foregoing, Stateeach party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waive shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not elected to make invalidate the repairs itselfinsurance and also, Lessor shall diligently prosecute provided that such a policy can be obtained without additional premiums. Tenant hereby expressly waives the repair provisions of Section 227 of the leased premises and, Real property law and agrees that the foregoing provisions of this Article shall govern and control in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statelieu thereof. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If In the leased premises are totally destroyed event of a partial destruction of the Building during the term by fire or other casualtycause, Landlord shall repair the same, provided that in the Landlord's reasonable estimation such repairs can be made within ninety (90) days (SUBJECT TO DELAYS BEYOND LANDLORD'S CONTROL AND DELAYS IN MAKING INSURANCE ADJUSTMENTS BY LANDLORD) and that full cost of such repairs is insured under Landlord's fire and extended coverage insurance; and in that event such partial destruction shall not annul or void this lease Lease except that the Tenant shall terminatebe entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs interferes with the business carried on by Tenant in the Premises. If such casualty repairs cannot be made within the above ninety (90) days, either Landlord or Tenant may Terminate this Lease; or if the cost of such repairs is not insured as set forth above, Landlord may elect to terminate this Lease. In either event, such termination shall render ten (10) percent or less of be effected by giving notice to the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event other party within thirty (30) days. b) days after the damage occurs. If the Lease is not so terminated, Landlord shall make such repairs within a reasonable time with this Lease continuing in full force and effect and the rent proportionately reduced while repairs are being made. In the event such casualty shall render more the Building is destroyed to the extent of not less than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State one-third of the specific number then current replacement cost thereof (excluding foundation) Landlord may elect to terminate this Lease, regardless of days required to repair whether the same. If Lessor under such circumstances shall not give such notice Premises are damaged, whether the partial destruction is caused by a casualty which is covered by insurance or whether the repairs can be made within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may days. A total destruction of the Building shall terminate this lease or, upon notice Lease. In respect to Lessor, any partial destruction which Landlord is obligated to repair or may elect to undertake repair under the repairs itselfterms of this paragraph and which can be made within ninety (90) days, deducting the cost thereof provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by ▇▇▇▇▇▇. Notwithstanding anything to the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from the rental due to become due any casualty covered under this lease and Article occurs during the last twelve (12) months of the term of this Lease or any extension thereof. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor covering, partitions, or any other lease between Lessor and State. c) In property installed in the event of Premises by Tenant. Tenant shall not be entitled to any such destruction other than total, where the State has not terminated the lease as herein provided, compensation or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair damages from Landlord for loss of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less use of the floor space, whole or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession part of the premises though partially destroyedPremises, the rental as herein provided shall be reduced ▇▇▇▇▇▇'s personal property or any inconvenience or annoyance occasioned by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridorssuch damage, stairwellsrepair, elevators, and restroomsreconstruction or restoration.

Destruction. a) If A. If, during the leased premises term of this Lease and any extension thereof,, the Premises are totally or partially destroyed from a risk covered by fire the insurance described in Paragraph 14.C., rendering the Premises totally or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent partially inaccessible or less of the floor space of the leased premises unusable for the purpose intendedunusable, Lessor shall effect restore the Premises. The restoration work will commence as soon as reasonably practical after the destruction given the time constraints arising from the need for Lessor to collect proceeds for the reconstruction from its insurance carrier, obtain engineering studies and acceptable building plans and apply for and obtain permits. Such destruction shall not terminate this Lease provided, however, that: (1) the work, if there is a total destruction, must be completed within six (6) months from the date of the premises as quickly as event causing the destruction; or (2) if a partial destruction, the work must be completed within nine (9) months from the date of the event causing the destruction. If Lessor cannot complete the rebuilding within the foregoing time limits or if laws in effect at the time of destruction do not permit such restoration, either party may terminate this Lease by giving written notice to the other party. If Lessor intends to rebuild the Premises, Lessor shall give written notice of such fact to Lessee within forty-five (45) days of the event of destruction including, in said notice an estimate of when the rebuilding will be completed. If Lessee does not object in writing to the time estimates given by Lessor within fifteen (15) business days of receipt of the written notice from Lessor, this Lease will not terminated if, in , the work is reasonably possible, but in any event substantially completed within thirty (30) days. b) In days after the event such casualty shall render more than ten (10) percent estimated date of such floor space unusable but not constitute total destructioncompletion and Lessor delivers possession of the damaged portion of the Building or the Premises, as applicable, to Lessee in the manner and pursuant to the same provisions as set forth in Paragraph 2.8 of this Lease. If the cost of the restoration exceeds the amount of proceeds received from the insurance required under Paragraph 14.C., Lessor shall forthwith give may elect to terminate this Lease by giving written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Lessee within fifteen (15) calendar days after such destructiondetermining that the restoration cost will exceed the insurance proceeds. In the case of destruction to the Premises only, or if such notice shall specify that such repairs will require more than ninety (90) days Lessor elects to complete from date such notice is given, State, in either such event, at its option, may terminate this lease orLease, upon Lessee, within fifteen (15) business days after receiving Lessor's notice to Lessorterminate, may elect to undertake pay to Lessor in cash or immediately available funds, at the repairs itselftime Lessee notifies Lessor of its election, deducting the difference between the amount of insurance proceeds and the cost thereof from of restoration, in which case Lessor shall restore the rental due Premises. Lessor shall give Lessee satisfactory evidence that all sums contributed by Lessee as provided in this Subparagraph have been expended by Lessor in paying the cost of restoration. If Lessor elects to become due under terminate this lease Lease and any other lease between Lessor and StateLessee does not elect to contribute toward the cost of restoration as provided in this subparagraph, this Lease shall terminate. c) In B. If, during the event of any such destruction other than totalterm, where the State has Premises are totally or partially destroyed from a risk not terminated covered by the lease as herein providedinsurance described in Paragraph 14.C., rendering the Premises totally or pursuant to the terms hereof has not elected to make the repairs itselfpartially inaccessible or unusable, Lessor shall diligently prosecute restore the repair Premises to substantially the same condition as they were in immediately before destruction, subject to the limitations set forth below. If Lessor elects to restore the Premises, the work will commence as soon as practical after the destruction given the time constraints for obtaining engineering studies and building plans and apply for and obtain permits. If the existing laws do not permit the restoration, either party can terminate this Lease by giving written notice to the other party. If the cost of restoration exceeds ten percent (10%) of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less then replacement value of the floor spaceBuilding , or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option Lessor may elect to terminate this lease or complete Lease by giving written notice to no later than Lessee fifteen (15) days after determining the repairs itselfrestoration cost and replacement value (but no later than sixty (60) days after the date of the casualty). If the Lessor does not so elect, deducting this Lease shall continue. In the case of destruction to the Premises only, if Lessor elects to terminate this Lease, Lessee, within fifteen (15) days after receiving Lessor's written notice to terminate, may elect to pay to Lessor in cash, at the time Lessee notifies Lessor of its election, the difference between ten percent (10%) of the then replacement value of the Premises and the actual cost of restoration, in which case Lessor shall restore the Premises upon receipt of the required funds from Lessee. Lessor shall give Lessee satisfactory evidence that all sums contributed by Lessee as provided in this subparagraph have been expended by Lessor in paying the cost thereof of restoration. If Lessor elects to terminate this Lease and Lessee does not elect to contribute toward the cost of restoration as provided in this subparagraph, this Lease shall terminate. C. If Lessor is required or elects to restore the Premises as provided in this Paragraph 15, Lessor shall not be required to restore Cosmetic Alterations and/or Material Alterations made by Lessee, Lessee's trade fixtures, and Lessee's personal property, such excluded items being the sole responsibility of Lessee to restore. D. In case of destruction and Lessor elects or is required to restore the Premises, there shall be an abatement of Base Monthly Rent Common Area Maintenance and Repair Costs and other rent on the unusable portion of the Premises from the rental due or date of destruction to become due under this lease and any other lease between Lessor and Statethe date on which there is substantial completion of the Lessor’s restoration work. dE. Notwithstanding anything to the contrary in this Paragraph, Lessee may elect to terminate the Lease if either: (1) In there is a total destruction and the work cannot be completed within one year from the date of the event causing the State remains in possession destruction; (2) if there is a partial destruction and the work cannot be completed within nine (9) months from the date of the premises though partially destroyed, event causing the rental as herein provided shall destruction; or (3) if there is a partial destruction during the last twelve (12) months of the term and the work cannot be reduced by completed within sixty (60) days from the same ratio as date of the net square feet event causing the State is thus precluded from occupying bears destruction. F. Lessee waives the provisions of Civil Code Section 1932(2) and Civil Code Section 1933(4) with respect to any destruction of the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsPremises.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless this lease Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall terminatebe abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the date of such occurrence. If the Demised Premises are damaged to such casualty shall render ten an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (10180) percent or less days after the date of the floor space casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of the leased premises unusable for the purpose intendedLease Term, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then in any either such event Tenant may elect to terminate this Lease by notice in writing to Landlord within thirty (30) daysdays after the date of such occurrence. Unless Landlord or Tenant elects to terminate this Lease as 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. b(c) In If Landlord should elect or be obligated pursuant to subparagraph (a) above to repair or rebuild because of any damage or destruction, Landlord's obligation shall be limited to the event original Building and any other work or improvements which were originally performed or installed at Landlord's expense as described in Exhibit "C" hereto or with the proceeds of the Construction Allowance. If the cost of performing such casualty shall render more than ten (10) percent repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructioncasualty, or if such notice Landlord's mortgagee or the lessor under a ground or underlying lease shall specify require that such repairs will require more than ninety (90) days any insurance proceeds from a casualty loss be paid to complete from date such notice is givenit, State, in either such event, at its option, Landlord may terminate this lease orLease unless Tenant, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option insurance available to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StateLandlord for such purpose. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises are totally destroyed Property is damaged by fire or other casualtycasualty on or before the Closing Date, this lease and the estimated cost of repair is less than ONE MILLION DOLLARS ($1,000,000), the Purchase Price shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting be reduced by the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) of repair as approved by Buyer. In the event of any such destruction other than total, damage where the State has not terminated cost of repair exceeds ONE MILLION DOLLARS ($1,000,000), Seller immediately shall notify Buyer of such damage and Buyer shall have the lease as herein provided, or pursuant right to terminate this Agreement by giving written notice ( the terms hereof has not elected "Termination Notice") of such election to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more Seller no later than ten (10) percentbusiness days after receipt of Seller's notice of such damage. If this Agreement is so terminated, then (i) Seller shall pay all costs associated with the cancellation of the Escrow pursuant to this Section, (ii) neither Buyer nor Seller shall have any further rights or obligations under this Agreement (except to the extent of any indemnities under this Agreement with respect to events occurring prior to such termination, which indemnities shall survive any such termination), and (iii) Escrow Holder shall, without requiring any further instruction from Seller, immediately return to Buyer the Deposit and all interest accrued thereon. Notwithstanding the foregoing, if Buyer timely elects to terminate this Agreement pursuant to the foregoing right, then Seller may elect to repair the Property in order to return it to its condition prior to the damage by giving written notice to Buyer of such election no later than ten (10) business days after receipt of Buyer's Termination Notice and, if Seller so elects, the State Termination Notice shall be deemed null and void; provided, however, that such repairs shall be diligently performed by Seller and shall be completed prior to the Closing Date. In the event that Buyer fails to timely deliver the Termination Notice following any event of damage giving rise to such a notice, then neither Buyer nor Seller shall have the option right to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease Agreement by reason of such damage and any other lease between Lessor and State. d) In the event the State remains in possession Buyer shall elect one of the premises though partially destroyedfollowing two options prior to the Closing Date: (1) The parties hereto shall proceed to the Close of Escrow pursuant to the terms of this Agreement, without modification of the rental as herein provided terms of this Agreement, in which event Buyer shall be entitled to an assignment of the proceeds of all insurance relating to such fire or other casualty and a credit in the amount of Seller's deductible under such policy(ies); or (2) The parties hereto shall proceed to the Close of Escrow pursuant to the terms of this Agreement, but modified to provide that the Purchase Price shall be reduced by the same ratio Determined Cost of Repair (as defined below), and to extend the net square feet the State is thus precluded from occupying bears Closing Date to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsextent necessary to obtain a Determined Cost of Repair.

Destruction. (a) If During the leased premises are totally destroyed term hereof, if the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Premises shall be so damaged by fire or other casualty that substantial alteration or reconstruction of the Premises (which is in excess of twenty percent (20.00%) of the Premises) shall be required if such damage is not covered by insurance carried by Landlord, Landlord may, at its option, terminate this lease Lease and the term and estate hereby granted by notifying Tenant in writing of such termination within forty-five (45) days after the date of such damage, in which event the Rent shall terminatebe abated as of the date of such damage. If Landlord does not thus elect to terminate this Lease, Landlord shall, within sixty (60) days after the date of such casualty damage, commence to repair and restore the Buildings and shall render ten proceed with reasonable diligence to restore the Buildings (10except that Landlord shall not be responsible for delays outside its control) percent or less to substantially the same condition in which it was immediately prior to the happening of the floor space casualty, except that Landlord shall not be required to rebuild, repair or replace any part of Tenant's furniture and furnishings or fixtures and equipment removable by Tenant under the provisions of this Lease, but such work shall not exceed the scope of the leased premises unusable work done by Landlord in originally constructing the Buildings. Tenant shall not be entitled to any compensation or damages from Landlord, and Landlord shall not be liable, for any loss of the use of the whole or any part of the Premises, Tenant's personal property, or any inconvenience or annoyance occasioned by such loss of use, damage, repair, reconstruction or restoration, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant an abatement of Rent on a square footage basis during the time and to the extent the Premises are unfit or unavailable for occupancy. If the Premises are damaged by fire or other casualty resulting from the negligence of Tenant or any of Tenant's agents, employees, or invitees, and the cost thereof is not covered and funded by insurance maintained by Landlord, Tenant shall be liable to Landlord for the purpose intended, Lessor shall effect cost and expense of the repair and restoration of the premises as quickly as Premises caused thereby to the extent such cost and expense is reasonably possiblenot covered by insurance proceeds. Tenant hereby specifically waives any and all rights it may have under any law, but in any event within thirty (30) daysstatute, ordinance or regulation to terminate the Lease by reason of casualty or damage to the Premises or Buildings, and the parties hereto specifically agree that the Lease shall not automatically terminate by law upon destruction of the Premises. (b) In the event that Landlord elects to repair any damage to the Premises and/or Buildings (if such casualty damage prevents Tenant from using the Premises pursuant to this Lease), Landlord shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give deliver written notice to State Tenant indicating Landlord's good faith estimate of the specific number of days required to repair the samesuch damage. If Lessor under Landlord's estimate is in excess of one hundred eighty (180) days (for a period of ten (10) days following receipt of such circumstances notice, Tenant shall not give have the right, by delivery of written notice to Landlord, to terminate this Lease, which termination shall be effective upon delivery of such notice to Tenant by Landlord. The failure of Tenant to provide such written notice within fifteen such time period, shall be deemed a waiver of Tenant's right to terminate this Lease pursuant to the preceding sentence. (15c) calendar If the Premises is damaged or destroyed during the last twelve (12) months of the Term of the Lease, and the Premises cannot be fully repaired or restored by Landlord within sixty (60) days after such the date of damage or destruction, either Landlord or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, Tenant may terminate this lease or, Lease upon written notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor spacedate of such damage, or within which termination shall become effective upon the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statedate of receipt of such notice. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) 19.1. If the leased premises Premises are totally destroyed rendered untenantable by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less way of the floor space destruction of the leased premises unusable for Premises such that it is not usable by Tenant, either the purpose intended, Lessor shall effect restoration Landlord or the Tenant may terminate this Lease by giving written notice of the premises as quickly as is reasonably possible, but in any event within termination not later than thirty (30) daysdays after the date of the destruction. In that event and provided the Tenant timely vacates the Premises, Rent paid for the period beyond the date of destruction shall be refunded to Tenant and neither party shall have any further obligations under this Lease except for those obligations which are expressly provided to survive a termination. b19.2. If after damage the Premises is tenantable, yet: (i) In the event such casualty Landlord, in its sole judgment. concludes that restoration of the damage cannot be completed within one hundred eighty (180) days; or (ii) less than six (6) months of the Term remains and the repairs are estimated to require more than sixty (60) days to repair; or, (iii) insurance proceeds (along with funds the Landlord, in its discretion, decides to provide) in an amount sufficient to restore the Premises is not made available to the Landlord (provided that the landlord shall render more use commercially reasonable efforts to obtain the proceeds to which it is entitled under its applicable insurance policy); the Landlord or the Tenant may, at their option, terminate this Lease by giving written notice of termination not later than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionthe date the Landlord provides the Tenant with the information described below. In that event and provided the Tenant timely vacates the Premises, or if such notice Rent paid for the period beyond the date of destruction shall specify that such repairs will require more than ninety (90) days be refunded to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due Tenant and neither party shall have any further obligations under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant Lease except for those obligations which are expressly provided to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of survive a termination. Within thirty (30) days for destruction aggregating ten (10) percent or less after the casualty, the Landlord shall furnish the Tenant with the Landlord's estimate of the floor space, time required to complete repairs and whether or within not sufficient funds are available to pay for the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percentrequired repairs. 19.3. If the Lease is not terminated pursuant to Subparagraphs 19.1 or 19.2, the State Landlord, at its expense to the extent insurance proceeds are available, shall have promptly restore and/or repair the option to terminate this lease or complete Premises (other than Alterations, which shall be the repairs itself, deducting the cost thereof from the rental due or to become due under this lease Tenant's sole responsibility) and any other lease between Lessor and Stateportions of the Building outside the Premises required for the Tenant's use of the Premises. In no event shall the Landlord be required to restore fixtures or improvements made or owned by the Tenant. If the Tenant is reasonably required to close al1 or a portion of its operations during the period of repair/restoration, Rent shall ▇▇▇▇▇ on a proportional basis (based upon the square footage of the unusable portion of the Premises) during that period. In no event shall the Landlord have any liability (other than an abatement of Rent) for losses claimed by the Tenant resulting, directly or indirectly, from the Tenant's inability to use the Premises. d19.4. Notwithstanding the above to the contrary, if the Premises are damaged by the fault or neglect (willful, grossly negligent acts or omissions) In of the Tenant, its employees, agents, customers, or guests, the Tenant may not terminate this Lease and there shall be no apportionment or abatement of Rent, except to the extent of the Landlord's receipt ofrent loss insurance relating to the Premises. 19.5. Subject to applicable law, the Tenant acknowledges that the provisions of this Section 19 shall govern the rights and obligations of the parties in the event of any substantial or total destruction to the State remains Property and the Tenant waives the protection of any statute, code or judicial decision which grants a tenant any other rights to terminate a lease in possession the event of the premises though partially destroyed, substantial or total destruction of the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsPremises.

Destruction. If the Demised Premises shall be partially damaged by any casualty insurable under the Landlord’s insurance policy LANDLORD shall, upon receipt of the insurance proceeds, repair the same, and the minimum rent shall be abated proportionately as to that portion of the Demised Premises rendered untenantable. If the Demised Premises (a) If by reason of such occurrence is rendered wholly untenantable or (b) should be damaged as a result of a risk which is not covered by Landlord’s insurance or (c) should be damaged in whole or in part during the leased premises are totally destroyed last year of the term then or in any of such events, LANDLORD may either elect to repair the damage or may cancel this lease by fire or other casualty, notice of cancellation within one hundred eighty (180) days after such event and thereupon this lease shall terminateexpire, and TENANT shall vacate and surrender the Demised Premises to LANDLORD. Tenant’s liability for rent upon the termination of this lease shall cease as of the day following the event or damage. In the event LANDLORD elects to repair the damage insurable under Landlord’s policies, any abatement of rent shall end five (5) days after notice by LANDLORD to TENANT that the Demised Premises have been repaired. Nothing in this paragraph shall be construed to ▇▇▇▇▇ additional rents but the computation of such rent shall be based upon the revised minimum rent as the same may be abated. If such casualty the damage is caused by the negligence of TENANT or its employees, agents, invitees, concessionaires there shall render ten (10) percent or less be no abatement of rent. Unless this lease is terminated by LANDLORD, TENANT shall repair and refixture the interior of the floor space Demised Premises in manner and to at least a condition equal to that existing prior to its destruction or casualty and the proceeds of the leased premises unusable all insurance carried by TENANT on its property and improvements shall be held by TENANT for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to said repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.replacement

Destruction. (a) If the leased premises Premises are totally destroyed by fire or rendered unusable by any other casualtycause (hereinafter referred to as "Destruction"), this lease Lease shall terminateterminate if there is total Destruction of the Premises. If such casualty Destruction shall render ten percent (10%) percent or less of the floor space of the leased premises Premises unusable for the purpose intended, Lessor shall effect restoration of the premises Premises to substantially the same condition as they were immediately prior to the Destruction as quickly as is reasonably possible, but in any event within thirty (30) daysdays of the event of Destruction. (b) In the event such casualty Destruction shall render more than ten percent (10%) percent of such floor space unusable but not constitute total destructionunusable, Lessor shall forthwith within seven (7) calendar days of the event of Destruction give written notice to State Lessee of the specific number of days time required to repair the same. If Lessor under such circumstances shall does not give such written notice within fifteen seven (157) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from the date such notice is given, StateLessee, in either such event, at its option, may terminate this lease Lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and or any other lease between Lessor and StateLessee. (c) In the event of any such destruction Destruction, other than total, where the State Lessee has not terminated the lease Lease as herein provided, provided or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in said Premises and if for any event, if reason said repairs are not completed within the period of thirty (30) days for destruction Destruction aggregating ten percent (10%) percent or less of the floor spacespace or less, or within the period specified in Lessor's the notice in connection with partial destruction aggregating more than ten of repair from Lessor to Lessee pursuant to Paragraph (10) percentb), above, the State Lessee shall have the option to terminate this lease Lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and or any other lease between Lessor and StateLessee. (d) In the event of any such Destruction where the State Lessee remains in possession of the premises though partially destroyedsaid Premises, the rental as herein provided shall be reduced by the same ratio as the net square feet floor space the State Lessee is thus precluded from occupying bears to the total net square feet floor space of the Premises. (e) Notwithstanding anything to the contrary contained in this Paragraph 9, in the leased premises. "Net square feet" event such Destruction shall mean actual inside dimensions render more than ten percent (10%) of such floor space unusable and the damage occurs during the last six (6) months of the then current term of this Lease or any renewal period thereof, Lessor shall not include public corridorshave any obligation to repair, stairwellsrestore or reconstruct the Premises. Should Lessor elect not to repair, elevatorsrestore or reconstruct the Premises pursuant to this Paragraph 9(e), and restroomsit shall give written notice of this intent to Lessee within seven (7) days. Should Lessor elect not to repair, Lessee may immediately terminate this Lease with no further obligation whatsoever.

Destruction. a) If Lessee, for and in consideration of this Lease and the leased premises are demise of the said Premises, agrees and covenants with Lessor that if at any time during the term of this Lease, or any extension or renewal thereof, the said Demised Premises shall be totally or partially destroyed by fire fire, flood, earthquake, or other casualtycalamity, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, then Lessor shall effect restoration of have the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice option to State of the specific number of days required to rebuild or repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionbuilding or buildings, and any alterations, additions, or if improvements on the Demised Premises, in as good condition as they were immediately prior to such notice shall specify calamity; provided, however, that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, rebuilding or pursuant to the terms hereof has not elected to make the repairs itself, Lessor repair shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed be commenced within the a period of thirty (30) days for after notice in writing to Lessor of such destruction aggregating ten (10) percent or less damage. In such case, a just and proportionate part of the floor spacerental herein specified shall be abated until such Demised Premises shall have been rebuilt and repaired. In case, or however, Lessor shall within the period specified in Lessor's thirty days following notice in connection with partial destruction aggregating more than ten (10) percentwriting to him of such damage elect not to rebuild or repair said premises, the State Lessor shall so notify Lessee and, thereupon, Lessee shall have the option to repair the Premises (subject to Lessee’s receipt of insurance proceeds therefor) or terminate this lease Lease, by delivering written notice thereof to Lessor. Additionally, if Lessor shall fail to promptly commence or complete diligently prosecute the repairs itselfrepair to completion, deducting Lessee shall have the cost thereof from right to perform the rental due same or to become due under terminate this lease and Lease by delivering written notice to Lessor not less than thirty (30) days prior to the date of termination. Moreover, in no event, shall Lessor have any duty or obligation to rebuild or repair any signs, shelving, moveable furniture, equipment not affixed to the roof, walls, or floors as a permanent part of the realty, or any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced personal property owned or leased by the same ratio as Lessee and used to carry out the net square feet purpose for which Lessee is leasing the State is thus precluded from occupying bears to the total net square feet in the leased demised premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. In the event the Premises are destroyed in whole or in part from any cause, Landlord may, at its option: (a) If Rebuild or restore the leased premises are totally destroyed by fire Premises to their condition prior to the damage or other casualtydestruction, or (b) Terminate this lease shall terminate. If such casualty shall render ten Lease if either (10i) the Premises is damaged to the extent of thirty-three and one third percent (33 1/3%) or less more of the replacement cost, exclusive of footings, foundations and floor space slabs or (ii) in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent (100%) of the leased premises unusable for the purpose intended, Lessor shall effect restoration rebuilding costs net of the premises deductible (“Shortfall”). However, in such event of Landlord’s election to terminate for a Shortfall, Tenant shall have the right to elect to pay to Landlord the Shortfall provided it provides Landlord with written notification of its commitment to do so within five (5) business days of receipt of Landlord’s notice to terminate the lease as quickly as is reasonably possible, but provided in any event this section (ii) and agrees to fund the Shortfall by making payment to Landlord within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent days of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State receipt of the specific number of days required to repair the sameLandlord’s invoice for said Shortfall. If Lessor under such circumstances shall Landlord does not give such Tenant notice in writing within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for from the destruction aggregating ten (10) percent or less of the floor spacePremises of its election to either rebuild and restore them, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease Lease, Landlord shall be deemed to have elected to rebuild or complete restore them, in which event Landlord agrees, at its expense except for any deductible, which is the repairs itselfresponsibility of the Tenant, deducting promptly to rebuild or restore the cost thereof Premises to their condition prior to the damage or destruction. Tenant shall be entitled to a reduction in Rent from the rental due Multi Tenant/Single Parcel Page 26 of 43 BUILDING: Ardenwood I-4 PROPERTY: 1-0514 UNIT: 1 LEASE ID: 0514-WAFE01-01 date of such damage or to become due under this lease and destruction, provided Tenant is not using any other lease between Lessor and State. d) In portion of such damaged area, while such repair is being made in the event proportion that the State remains in possession area of the premises though partially destroyed, the rental as herein provided shall be reduced Premises rendered untenantable by the same ratio as the net square feet the State is thus precluded from occupying such damage bears to the total net square feet in area of the leased premisesPremises. "Net square feet" If Landlord initially estimates that the rebuilding or restoration will exceed one hundred eighty (180) days or if Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargos, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord) (the “Allowed Restoration Period”), then, provided the Premises is damaged to the extent of 33 1/3% or more of the replacement cost (exclusive of footings, foundations and floor slabs) and provided the damage or destruction does not result from routine maintenance and repairs or damage or destruction caused by vandalism and accidents for which Tenant is responsible under Paragraph 10 (Tenant Maintenance), Tenant shall mean actual inside dimensions have the right to terminate this Lease by giving written notice to Landlord within five days following the date Tenant receives Landlord’s written notice stating that the restoration will exceed the Allowed Restoration Period. Regardless of whether Landlord and/or Tenant elects to terminate this Lease early as provided herein, Tenant shall remain liable for the insurance deductible as it relates to the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the Building and interior improvements constructed by Landlord as they existed as of the Commencement Date of the Lease and shall not include public corridorsrestoration of Tenant’s trade fixtures, stairwellsequipment, elevatorsmerchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost and restroomsexpense provided this Lease is not canceled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provision of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In any event that the Building in which the Premises are situated is damaged or destroyed to the extent of not less than thirty-three and one third percent (33 1/3%) of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. Notwithstanding anything to the contrary herein, Landlord may terminate this Lease in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent of the rebuilding costs net of the deductible. Without regard to whether this Lease is terminated pursuant to the foregoing, Tenant, upon demand by Landlord, shall pay to Landlord Tenant’s Proportionate Share of the deductibles from any casualty policy Landlord carries pursuant to Paragraph 17 (Property Insurance).

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of the Landlord (subject to subparagraph (c) below], unless this lease Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall terminatebe abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within nine (9) months after the date of the casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard special form/all-risk insurance policies, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged), to such an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to the Tenant within sixty (60) days after the date of such occurrence. Landlord shall give notice in writing to Tenant within one hundred twenty (120) days after the date of such occurrence whether or not in Landlord's judgment such repairs can be completed within nine (9) months after the date of the casualty. If the Demised Premises are damaged to such casualty shall render ten an extent that repairs cannot, in Landlord's judgment, be completed within nine (109) percent or less months after the date of the floor space casualty or if the Demised Premises are substantially damaged during the last eighteen (18) months of the leased premises unusable for the purpose intendedLease Tenn, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but then in any either such event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give Tenant may elect to terminate this Lease by notice in writing to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Landlord within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.after

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more of (a) a partial destruction of the Leased Premises or the Building during the lease term which requires repairs to either the Leased Premises or the Building, or (b) the Leased Premises or the Building being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than ten (10) percent of such floor space unusable but not constitute total destructionTenant’s act, Lessor use or occupation which declaration requires repairs to either the Leased Premises or the Building, Landlord shall forthwith give notice make repairs, provided repairs can be made within sixty (60) days under the laws and regulations of authorized public authorities, but partial destruction (including any destruction necessary in order to State make repairs required by any declaration) shall in no way annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made. The proportionate reduction is to be based upon the specific number extent to which the making of days required to repair repairs shall interfere with the samebusiness carried on by Tenant in the Leased Premises. If Lessor under such circumstances shall In the event that repairs cannot give such notice be made within fifteen sixty (1560) calendar days after such destructiondays, or if such notice repairs cannot be made under current laws and regulations, this Lease may be terminated at the option of either party. A total destruction (including any destruction required by any authorized public authority) of either the Leased Premises or the Building shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) Lease. In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant dispute between ▇▇▇▇▇▇▇▇ and Tenant relative to the provisions of this paragraph, they may each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding on both Landlord and Tenant who shall bear the cost of such arbitration equally between them. Landlord shall not be required to repair any property installed in the Leased Premises by Tenant. Tenant waives any right under applicable laws inconsistent with the terms hereof has not elected of this paragraph and in the event of a destruction agrees to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in accept any event, if repairs are not completed offer by Landlord to provide Tenant with comparable space within the period of thirty (30) days for destruction aggregating ten (10) percent or less of project in which the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by Leased Premises are located on the same ratio terms as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsthis Lease.

Destruction. a) A. If the leased premises are totally shall be partially damaged or rendered wholly untenantable by fire or other casualty and Landlord shall not elect to terminate this lease as provided below in this Article 11, the damage shall be repaired at the expense of Landlord. Landlord shall not be required to repair or restore any of Tenant’s Property or any alteration or leasehold improvement made by or for Tenant at Tenant’s expense, unless same is covered by Landlord’s casualty insurance for the building. Tenant shall give Landlord prompt notice of any damage or destruction to the premises. The rent shall a▇▇▇▇ in proportion to the portion of the premises not usable by Tenant until the first to occur of (i) the date which is ninety (90) days after the date Landlord substantially completes Landlord’s restoration and repair work hereunder, or (ii) the date Tenant resumes occupancy of all or part of the demised premises for its business purposes. Landlord shall not be liable to Tenant for any delay in restoring the premises, Tenant’s sole remedy being the right to an abatement of rent, as above provided. If the building shall be so damaged that Landlord shall decide to demolish it or (if substantially demolished as a result of such fire or other casualty) to rebuild it (whether or not the premises have been damaged), Landlord may within ninety (90) days after such fire or other cause give written notice to Tenant of its election that the term of this lease shall automatically expire no less than ten (10) days after such notice is given; provided, however, that in no event may Landlord so terminate this lease unless Landlord also terminates the leases covering all or substantially all other office space in the building. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this Article shall govern and control in lieu thereof. B. Subject to Landlord’s right to cancel this lease pursuant to paragraph A above, within ninety (90) days after the date of any such fire or other casualty which renders the demised premises untenantable for the purposes of Tenant’s permitted use hereunder or which denies Tenant reasonable access to the premises, Landlord shall deliver to Tenant a statement from a reputable independent contractor (the “Contractor’s Statement”) setting forth such contractor’s good faith estimate as to the time required to repair such damage. If the estimate of the time period exceeds twelve (12) months from the date of such casualty, Landlord or Tenant may elect to terminate this lease by giving the other party written notice thereof not later than thirty (30) days after the receipt of such statement. If such notice is given, the term of this lease shall expire upon the fifteenth (15th) day after notice of such election is given, and Tenant shall vacate and surrender the demised premises in its present “as is” condition upon the expiration of such fifteen (15) day period. Notwithstanding anything to the contrary contained herein, if (i) either Tenant shall not have elected to terminate this lease pursuant to the provisions hereof or Tenant shall not have had the right to terminate this lease pursuant to the provisions hereof because the estimated time period set forth in the Contractor’s Statement did not exceed twelve (12) months, and (ii) Landlord shall have failed to make such repairs on or before the date which is one (1) month after the estimated time period set forth in the Contractor’s Statement, then Tenant may elect to terminate this lease by notice given to Landlord within fifteen (15) Business Days after the expiration of such one (1) month period. If Tenant makes such election, the term of this lease shall expire on the fifteenth (15th) day after notice of such election is given by Tenant, and Tenant shall vacate the demised premises and surrender the same to Landlord in accordance with the provisions of this paragraph B. C. Notwithstanding anything to the contrary contained herein, in case the building or the demised premises shall be substantially damaged or destroyed by fire or other casualtycause at any time during the last twenty-four (24) months of the term of this lease, then either Landlord or Tenant may cancel this lease shall terminate. If upon written notice to the other party hereto given within sixty (60) days after the date of such casualty shall render ten damage or destruction; except, however, that if the damage is of such a nature that (10in the reasonable opinion of a reputable independent contractor selected by either party) percent or less upon the substantial completion of the floor space of the leased premises unusable for the purpose intendedsuch repair and/or restoration work, Lessor shall effect restoration of the premises as quickly as is reasonably possibleusing reasonable diligence, but in any event within thirty (30) days. b) In the event such casualty shall render there will be more than ten twelve (1012) percent months remaining in the term of this lease (in which case the exercise of such floor space unusable but not constitute total destructioncancellation right shall be null and void and of no force and effect, Lessor and Landlord shall forthwith give notice be obligated to State of the specific number of days required proceed with such restoration and repair work, as above provided, subject, however to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days Landlord’s right to complete from date such notice is given, State, in either such event, at its option, may terminate cancel this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected provisions of paragraph A of this Article). D. Notwithstanding anything contained in this lease to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises andcontrary, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate event this lease is cancelled by either Landlord or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears Tenant pursuant to the total net square feet in provisions of this Article, then each party shall retain the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsproceeds of any casualty insurance then being maintained by such party.

Destruction. a) If Destruction" shall mean damage or destruction ------------- ------------ to the leased premises are totally destroyed Building, or any portion thereof, by fire or other casualty, any peril not required to be insured against by Landlord pursuant to this lease shall terminate. If such casualty shall render ten (10) percent or less Lease and the cost of repair of which is greater than 30% of the floor space fair market value thereof immediately prior to such damage or destruction. If, at any time during the Term of this Lease, there is damage to the leased premises unusable for Building or the purpose intendedPremises, Lessor (including destruction required by any authorized public authority) which falls into the classification of Destruction, Landlord and Tenant shall effect restoration each have the right to terminate this Lease by giving the other party written notice of the premises as quickly as is reasonably possible, but in any event such election to terminate within thirty (30) days. b) In days following such Destruction. Upon the event such casualty shall render more than ten (10) percent giving of such floor space unusable but not constitute total destructionnotice, Lessor this Lease shall forthwith give notice to State terminate as of the specific number date of days required to repair such Destruction. Notwithstanding the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionforegoing, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State Lease has not been terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itselfforegoing provisions, Lessor shall diligently prosecute the repair but Landlord completes rebuilding of the leased premises andPremises or the Building during the Term, then Landlord shall notify Tenant of such completion and Tenant shall have the right but not the obligation to re-occupy the Premises upon the same terms and conditions as set forth in this Lease. Subject to the provisions of the sections regarding Condemnation and Damage ------------ ------ Near The End of Term, if at any time during the Term of this Lease, there is -------------------- damage which does not fall within the classification of Destruction, Landlord will repair such damage as soon as reasonably possible at Landlord's expense, in any eventwhich event this Lease shall continue in full force and effect; provided, however, that if repairs are Landlord does not completed fully restore the Premises, the Building, or the Common Areas or the affected portion thereof to tenantability within sixty (60) days from the period date of the casualty, Tenant may then terminate this Lease, retroactive to the date of the casualty. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to terminate this Lease by giving Landlord written notice of Tenant's election to do so within thirty (30) days for destruction aggregating ten following any damage if the reasonably estimated time required to repair or restore exceeds sixty (1060) percent or less days from the date of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statedamage. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased premises are Premises is totally or partially destroyed by fire during the Term, rendering the Premises totally or other casualtypartially inaccessible or unusable, this lease shall terminate. If such casualty shall render then (i) Landlord shall, within ten (10) percent or less days after such damage, notify Tenant in writing ("Landlord's Damage Notice") of the floor space estimated time (which estimate shall be based on a certification from a reputable, duly licensed contractor) required to substantially complete the repair of such damage (ii) Landlord shall, unless Tenant has elected to terminate this Lease as provided below, restore the Premises to substantially the same condition as it was in immediately before such destruction, (iii) Landlord will not be required to restore Tenant's Alterations (including the Tenant's Work) or Tenant's Personal Property, such excluded items being the sole responsibility of Tenant to restore, (iv) the destruction will not (except as otherwise provided below) terminate this Lease, and (v) all obligations of Tenant under this Lease will (except as otherwise provided below) remain in effect, except that the Basic Monthly Rent will be abated or reduced, between the date of the leased premises unusable for destruction and the purpose intendeddate of completion of Landlord's and Tenant's restoration, Lessor shall effect restoration by the ratio of (a) the area of the premises as quickly as is reasonably possible, but in any event within thirty Premises rendered unusable or inaccessible by the destruction to (30) days. b) In the area of the Premises before the destruction. Notwithstanding anything above to the contrary, in the event that Landlord's Damage Notice indicates that the repair of such casualty shall render more than damage cannot be completed within one hundred eighty (180) days from the date of such damage, then Tenant may elect to terminate this Lease by delivering written notice to Landlord within ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionTenant's receipt of Landlord's Damage Notice. Notwithstanding anything to the contrary in this Lease, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, Landlord may terminate this lease or, upon notice to Lessor, may elect to undertake Lease by so notifying Tenant in writing on or before the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period earlier of thirty (30) days for after the destruction aggregating ten or thirty (1030) percent or less days after Landlord's receipt of the floor spaceproceeds from insurance maintained by Landlord (or maintained by Tenant if Tenant elects to maintain such insurance as provided above), if (A) then existing laws do not permit such restoration, (B) Tenant does not commit to continue the Term for at least two years after the expected completion of reconstruction where the destruction exceeds twenty-five percent (25%) of the then replacement value of the shell improvements on the Premises, (C) the destruction exceeds twenty-five percent (25%) of the then replacement value of the shell improvements on the Premises, or within (D) Landlord determines that the period specified in Lessor's notice in connection with partial destruction aggregating cost of the restoration exceeds, by more than ten Two Hundred Fifty Thousand Dollars (10) percent$250,000.00), the State shall amount of insurance proceeds relating to the destruction actually received by Landlord from insurance maintained by Landlord (or would have received if Landlord were carrying the option insurance required to be maintained by Landlord hereunder) and Tenant has elected (in its sole discretion) not to contribute funds toward uninsured costs to repair the destruction in excess of such amount. If either Landlord or Tenant terminate this lease or complete Lease as provided above, then (1) Landlord has no obligation to restore the repairs itselfPremises, deducting (2) each party shall retain their respective insurance proceeds relating to such destruction, and (3) this Lease terminates as of thirty (30) days after the cost thereof notice of termination from the rental due terminating party to the other party. If Landlord restores the Premises as provided above, then Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute with respect to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession destruction of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsPremises.

Destruction. If the Project is totally or partially destroyed during the Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the re mainder of this Paragraph, (i) Landlord shall promptly commence work necessary to restore the Project to substantially the same condition as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease, and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent shall be abated or reduced, between the date of such destruction and the date of completion of restoration, by the ratio of (a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less Rentable Area of the floor space Premises rendered unusable or inaccessible by the destruction, to (b) the Rentable Area of the leased premises unusable for Premises prior to such destruction. Notwithstanding anything to the purpose intendedcontrary in this Lease, Lessor shall effect restoration Landlord may, at its election, terminate this Lease by so notifying Tenant In writing on or before the later of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar 120 days after such destructiondestruction or 60 days after Landlord’s receipt of me proceeds from insurance maintained by Landlord, or if (A) then-existing laws do not permit such notice shall specify that such repairs will require more than ninety restoration, (90B) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where occurs during the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair last year of the leased premises andTerm, in any event, if repairs are not completed within the period of thirty (30C) days for such destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.Landlord /s/ JC Tenant /s/ RCB

Destruction. a) 17.1 If the leased premises Premises are rendered totally destroyed or partially inaccessible or unusable by fire or other casualty, this lease then Landlord shall terminatediligently restore the Premises and the Building to substantially the same condition they were in prior to such casualty, except that if in Landlord's judgment such restoration cannot be completed within one year after the occurrence of such casualty (taking into account the time needed for effecting a settlement with any insurance company, removal of debris, preparation of plans and issuance of all required governmental permits), then either party shall have the right to terminate the Lease Term as of the sixtieth (60th) day after such casualty by giving written notice within forty-five (45) days after the occurrence of such casualty. If this Lease is not terminated pursuant to this Article, then until such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as Premises are substantially complete Tenant shall be required to pay the Base Rent for only the portion of the Premises that in Landlord's judgment is reasonably possibleusable while such restoration is being made, but in except that if such casualty was caused by the act or omission of Tenant or an Invitee, then Tenant shall not be entitled to any event within thirty rent reduction. After receipt of the insurance proceeds (30including proceeds of any insurance maintained by Tenant), Landlord shall restore the Premises and the Building, except that (a) days. if such casualty was caused by the act or omission of Tenant or an Invitee, then Tenant shall pay the amount by which such expenses exceed any property insurance proceeds actually received by Landlord on account of such casualty, and (b) In the event such casualty Landlord shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days be required to repair the sameor restore any Alteration previously made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or personal property. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant Anything to the terms hereof has not elected to make the repairs itselfcontrary notwithstanding, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State Landlord shall have the option right to terminate this lease Lease if (1) insurance proceeds are insufficient to pay the full cost of such restoration, (2) any Mortgage holder does not make such proceeds available for such restoration, (3) zoning or complete the repairs itselfother Laws do not permit such restoration, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d(4) In the event the State remains in possession restoration costs exceed twenty-five percent (25%) of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsBuilding's replacement value.

Destruction. a) 16.1 If the leased premises Premises or the Building or any portion thereof (whether or not the Premises are totally destroyed affected) are damaged by fire or other casualty, Landlord shall forthwith repair the same (including the Tenant Improvement Work and any Tenant's Alterations that, pursuant to Section 9.4, Landlord has specified would not be required to be removed) provided that such repairs can be made under the laws and regulations of the federal, state and local governmental authorities having jurisdiction thereof within six (6) months after the date of such damage (or in the case of damage occurring during the last twelve (12) months of the Term, provided that such repairs can be made within sixty (60) days after the date of such damage) and are fully covered (except for any deductible) by proceeds of insurance required to be maintained by Landlord pursuant to Section 21.7 hereof, and, in the case of damage resulting from earthquake, the cost of such repairs that is not fully covered by insurance proceeds does not exceed five percent (5%) of the replacement cost of the Building. In such event, this lease Lease shall terminate. If remain in full force and effect except that Tenant shall be entitled to a proportionate reduction of Base Rent and Tenant's Share of Real Estate Taxes from the date of such casualty shall render ten (10) percent or less and during the period such repairs are being made by a proportionate amount based upon the extent of interference with Tenant's operations in the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises Premises. As soon as quickly as is reasonably possible, practicable but in any event within sixty (60) days after the date of such damage, Landlord shall notify Tenant whether or not the aforesaid requirements are met. If such requirements are not met, Landlord shall have the option, exercisable within sixty (60) days after the date of such damage either to: (a) notify Tenant of Landlord's intention to repair such damage, in which event this Lease shall continue in full force and effect (unless terminated by Tenant pursuant to Section 16.2 below); Landlord shall diligently prosecute such repairs to completion, and the Base Rent and Tenant's Share of Real Estate Taxes shall be reduced as provided herein; or (b) notify Tenant of Landlord's election to terminate this Lease as of a date specified in such notice, which date shall be not less than thirty (30) days. b) In the event such casualty shall render nor more than ten sixty (1060) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given. If such notice to terminate is given by Landlord, Statethis Lease shall terminate on the date specified in such notice. 16.2 If the Premises are damaged by fire or other casualty, or the Building is damaged by fire or other casualty to such extent that the Premises are rendered inaccessible or substantially unusable by Tenant for the conduct of its operations, Landlord has not exercised its right to terminate this Lease, and Landlord has notified Tenant that the necessary repairs thereof cannot be completed within nine (9) months (or in either such eventthe case of damage occurring in the last twelve (12) months of the Term, at its within sixty (60) days), then Tenant shall have the option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed exercisable within the period of thirty (30) days for destruction aggregating ten (10) percent or less after receipt of the floor spaceLandlord's notice, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete Lease as of a date specified in such notice which shall not be more than sixty (60) days after such notice is given. If such notice to terminate is given by Tenant, this Lease shall terminate on the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statedate specified in such notice. d) 16.3 In the event the State remains in possession case of the premises though partially destroyedtermination pursuant to Sections 16.1 or 16.2 above, the rental as herein provided Base Rent and Tenant's Share of Real Estate Taxes shall be reduced by a proportionate amount based upon the same ratio as extent to which such damage interfered with the net square feet business carried on by Tenant in the State is thus precluded from occupying bears Premises, and Tenant shall pay such reduced Base Rent and Real Estate Taxes up to the total net square feet date of termination. Landlord agrees to refund to Tenant any Base Rent and Additional Rent previously paid for any period of time subsequent to such date of termination or otherwise in excess of the amount due hereunder. The repairs to be made hereunder by Landlord shall not include, and Landlord shall not be required to repair, any damage by fire or other cause to the property of Tenant or the Tenant Improvement Work or any damage caused by the negligence of Tenant, its contractors, agents, licensees or employees or any repairs or replacements of any paneling, 21 decorations, railings, floor coverings, or any Alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant. 16.4 If Landlord elects or is required hereunder to repair, reconstruct or restore the Premises after any damage or destruction thereto, Tenant shall be responsible for, at its own expense and at its election, the repair and replacement of Tenant's Property and any Alterations (other than any Alterations that, pursuant to Section 9.4, Landlord has specified would not be required to be removed). Tenant hereby waives the provisions of Section 1932(2) and Section 1933(4) of the California Civil Code, or any other statute or law that may be in effect at the time of the occurrence of any such damage or destruction, under which a lease is automatically terminated or a tenant is given the right to terminate a lease upon such an occurrence. 16.5 Tenant shall have no interest in or claim to any portion of the proceeds of any insurance maintained by Landlord. If Landlord is entitled and elects not to rebuild the Premises hereunder, Landlord shall relinquish to Tenant such claim as Landlord may have for any part of the proceeds of any insurance maintained by Tenant under Section 21.2(b) of this Lease. Except as otherwise provided herein, Landlord shall have no interest in or claim to any portion of the proceeds of any insurance maintained by Tenant under Section 21.2(b). 16.6 If Landlord is required or elects to make any repairs, reconstruction or restoration of any damage or destruction to the Premises under any of the provisions of this Article 16, Tenant shall not be entitled to any damages by reason of any inconvenience or loss sustained by Tenant as a result thereof. During the period commencing with the date of any such damage or destruction that Landlord is required or elects hereunder to repair, reconstruct or restore, and ending with the completion of such repairs, reconstruction or restoration the Base Rent and Tenant's Share of Real Estate Taxes shall be proportionately reduced based upon the extent to which such damage and the making of such repairs by Landlord shall interfere with the business carried on by Tenant in the leased premisesPremises. "Net square feet" The full amount of Base Rent and Tenant's Share of Real Estate Taxes shall mean actual inside dimensions and again become payable immediately upon the completion of such work of repair, reconstruction or restoration. Except as expressly hereinabove provided, there shall not include public corridorsbe no reduction, stairwellschange or abatement of any rental or other charge payable by Tenant to Landlord hereunder, elevatorsor in the method of computing, and restroomsaccounting for or paying the same.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless this lease Lease is terminated as provided in this Article 22, and during the period required for restoration, a just and proportionate part of Base Rental shall terminatebe abated until the Demised Premises are repaired or rebuilt. __________________________(b) If the Demised Premises are (i) damaged to such an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (180) days after the date of the commencement of repair of the casualty, or (ii) damaged or destroyed as a result of a risk which is not insured under the insurance policies required hereunder, or (iii) damaged or destroyed during the last eighteen (18) months of the Lease Term, or (iv) if the Building is damaged in whole or in part (whether or not the Demised Premises are damaged) to such an extent that the Building cannot, in Landlord's judgment, be operated economically as an integral unit, then and in any such event Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such occurrence. If the Demised Premises are damaged to such casualty shall render ten an extent that repairs cannot, in Landlord's judgment, be completed within one hundred eighty (10180) percent or less days after the date of the floor space commencement of repair of the leased premises unusable for casualty or if the purpose intended, Lessor shall effect restoration Demised Premises are substantially damaged during the last eighteen (18) months of the premises as quickly as is reasonably possibleLease Term, but then in any either such event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give Tenant may elect to terminate this Lease by notice in writing to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Landlord within fifteen (15) calendar days after the date of such destruction, occurrence. Unless Landlord or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option Tenant elects to terminate this lease or complete the repairs itselfLease as hereinabove provided, deducting the cost thereof from the rental due or to become due under this lease Lease will remain in full force and any other lease between Lessor effect and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided Landlord shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears repair such damage at its expense to the total net square feet in extent required under subparagraph (c) below as expeditiously as possible under the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomscircumstances.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) . In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State Department of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, StateDepartment, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. c) Department. In the event of any such destruction other than total, where the State Department has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating the ten (10) percent or less of the floor space, or within the period specified in Lessor's ’s notice in connection with partial destruction aggregating more than ten (10) percent, the State Department shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StateDepartment. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises or any part thereof ----------- shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth. (b) If the leased premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Landlord and the rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the premises which is usable. (c) If the leased premises are totally destroyed damaged or rendered wholly unusable by fire or other casualty, this lease then the rent shall terminate. If such casualty shall render ten (10) percent or less be proportionately paid up to the time of the floor space of casualty and thenceforth shall cease until the date when the premises shall have been repaired and restored by Landlord, subject to Landlord's right to elect not to restore the same as hereinafter provided. (d) If the leased premises are rendered wholly unusable for or (whether or not the purpose intendedleased premises are damaged in whole or in part) if the building shall be so damaged that Landlord shall decide to demolish it or to rebuild it, Lessor shall effect restoration of the premises as quickly as is reasonably possiblethen, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give Landlord may elect to terminate this lease by written notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice Tenant, given within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from after such fire or casualty, specifying a date for the expiration of the lease, which date shall not be more than sixty (60) days after the giving of such notice, and upon the date specified in such notice is giventhe term of this Lease shall expire as fully and completely as if such date were the date set forth above for the termination of this Lease and Tenant shall forthwith quit, Statesurrender and vacate the premises without prejudice however, to Landlord's rights and remedies against Tenant under the Lease provisions in either effect prior to such eventtermination, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor rent owing shall be paid up to such date and State. c) In the event any payments of rent made by Tenant which were on account of any period subsequent to such destruction other than totaldate shall be returned to Tenant. Unless Landlord shall serve a termination notice as provided for herein, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to Landlord shall make the repairs itselfand restorations under the conditions of (b) and (c) hereof, Lessor with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Landlord's control. After any such casualty, Tenant shall diligently prosecute cooperate with Landlord's restoration by removing from the repair premises as promptly as reasonably possible, all of the leased premises andTenant's salvageable inventory and movable equipment, in any eventfurniture, if repairs are not completed within the period and other property. Tenant's liability of thirty rent shall resume five (305) days after written notice from Landlord that the premises are substantially ready for destruction aggregating Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors' insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) percent days after written demand or less shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the floor spaceprovisions hereof with respect to waiver of subrogation. Tenant acknowledges that Landlord will not carry insurance on Tenant's furniture and/or furnishings or any fixtures or equipment, improvements, or within appurtenances removable by Tenant and agrees that Landlord will not be obligated to repair and damage thereto or replace the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and Statesame. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. If, during the Base Term of this Lease or any extension thereof, the Demised Premises is: (a) If the leased premises are totally destroyed by fire or any other casualtycasualty whatsoever, this lease or; (b) partially destroyed so as to render the Demised Premises unfit for occupancy or Tenant’s reasonable beneficial use and enjoyment or conduct of Tenant’s usual business therein, or; (c) destroyed by a casualty which is not covered by the insurance required to be carried by Landlord hereunder; then Landlord shall terminate. If make its reasonable determination as to the length of time to complete such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event repairs within thirty (30) days. b) days of the casualty and shall notify Tenant of same as provided herein. In the event such casualty shall render restoration is reasonably estimated by Landlord to take more than ten one hundred fifty (10150) percent days from the date of notice to Tenant of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State repairs then Tenant may terminate the lease. In case of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, total or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such partial damage or destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected Premises, Landlord shall reenter and repossess the same or any part thereof for the purpose of removing or repairing the loss or damage and shall proceed with due diligence to make the repairs itself, Lessor shall diligently prosecute the repair of same unless, under the leased premises andforegoing provisions of this Article XIII, in any event, if repairs are not completed within the Lease shall have been terminated. The rent during the period of thirty (30) days for destruction aggregating ten (10) percent or less such repairs shall be wholly abated if Tenant is not able to conduct its usual business in any portion of the floor spaceDemised Premises in the normal course; and if only a portion of the Demised Premises is unavailable to Tenant for Tenant’s reasonable beneficial use and enjoyment or Tenant’s conduct of Tenant’s usual business therein, the rent shall be abated for such dispossession or unavailability pro rata, based on the portion of the Demised Premises in which Tenant is able to conduct its business in the normal course. Any rent abatement under this Article XIII shall commence as of the date of the destruction. If more than twenty percent (20%) of the demised premises is not useable, then the rent shall be wholly abated. Landlord shall not be required to rebuild, repair, or replace any part of the personal property, furniture, equipment, fixtures, and other improvements which may have been placed by Tenant within the period specified Demised Premises, unless the damage thereto is caused by the sole negligence or willful act or omission or default hereunder of Landlord or Landlord’s agents, employees, subtenants, assignees, or independent contractors. Any insurance which may be carried by Landlord or Tenant for damage to the Demised Premises or to any personal property, fixtures, and related items therein shall be for the sole benefit of the party carrying such insurance and under its sole control; provided, however, Landlord shall carry insurance for the benefit of Landlord and Tenant sufficient to cover the full replacement cost of the shell of the Demised Premises and an amount equal to the initial Tenant improvements and related allowances set forth in Lessor's notice in connection with partial destruction aggregating more than ten (10) percentthis Lease as well as insurance sufficient to cover Tenant’s furniture, the State equipment, fixtures, personal property, and other improvements that Landlord shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due liability therefore under this lease Lease. Should the Demised Premises be destroyed or damaged by fire or other casualty that is due to the direct negligence or willful or wanton conduct of Tenant or Tenant’s agents, employees, subtenants, assignees or independent contractors, Landlord may repair such damage, and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided there shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsno apportionment or abatement of rent.

Destruction. 14.1 If the Premises shall be damaged by fire or other casualty insured against by Landlord’s fire and extended coverage insurance policy covering the Building, Landlord, at Landlord’s expense, shall repair such damage; provided, however, that Landlord shall have no obligation to repair any damage to or to replace Tenant’s Property, Tenant’s Work or any other property or effects of Tenant. Except as otherwise provided in this Article 14, if the entire Premises shall be rendered untenantable by reason of any such damage, the Monthly Base Rental and Additional Rent shall a▇▇▇▇ for the period from the date of such damage to the date when such damage to the Premises shall have been repaired, and if only a part of the Premises shall be rendered untenantable, the Monthly Base Rental and Additional Rent shall a▇▇▇▇ for such period in the proportion that the rentable area of the part of the Premises so rendered untenantable bears to the total rentable area of the Premises; provided, however, if, prior to the date when all of such damage shall have been repaired, any part of the Premises so damaged shall be rendered tenantable or shall be used or occupied by Tenant or any person or persons claiming through or under Tenant, then the amount by which the Monthly Base Rental and Additional Rent shall a▇▇▇▇ shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. 14.2 Notwithstanding the provisions of Article 14.1 hereof, if, prior to or during the Term (a) If the leased premises are Premises shall be totally destroyed damaged or rendered wholly untenantable by fire or other casualty, this lease and if Landlord shall terminate. If such determine, in its sole discretion, not to restore the Premises, or (b) the Building shall be so damaged by fire or other casualty shall render ten (10) percent that, in Landlord’s opinion, substantial alteration, demolition or less reconstruction of the floor space of Building shall be required (whether or not the leased premises unusable for the purpose intendedPremises shall have been damaged or rendered untenantable), Lessor shall effect restoration of the premises as quickly as is reasonably possiblethen, but in any event of such events, Landlord, at Landlord’s option, may give to Tenant, within ninety (90) days after such fire or other casualty, a thirty (30) days. b) In ’ notice of termination of this Lease and, in the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either this Lease and the Term shall terminate upon the expiration of such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days with the same effect as if the date of expiration of such thirty (30) days were the Expiration Date; and the Rent and Additional Rent shall be apportioned as of such date and any prepaid portion of Rent or Additional Rent for destruction aggregating ten (10) percent any period after such date shall be refunded by Landlord to Tenant. 14.3 Landlord shall attempt to obtain and maintain, throughout the Term, in Landlord’s property insurance policies, provisions to the effect that such policies shall not be invalidated should the insured waive, in writing, prior to loss, any or less all right of recovery against any party for loss occurring to the Building. In the event that at any time Landlord’s property insurance carriers shall exact an additional premium for the inclusion of such or similar provisions, Landlord shall give Tenant notice thereof. In such event, if Tenant agrees in writing to reimburse Landlord for such additional premium for the remainder of the floor spaceTerm, Landlord shall require the inclusion of such or within similar provisions by Landlord’s property insurance carriers. Tenant and Landlord, as long as such or similar provisions are included in Landlord’s property insurance policies then in force, hereby waive any right of recovery against each other for any loss occasioned by fire or other casualty that is covered by insurance. In the period specified event that at Initials /s/ Illegible Initials /s/ Illegible 07/17/02 any time Landlord’s property insurance carriers shall not include such or similar provisions in Lessor's notice Landlord’s property insurance policies, the waiver by Landlord, as set forth in the foregoing sentence shall be deemed of no further force or effect. 14.4 Except to the extent expressly provided in Article 14.3 hereof, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to its insurance carriers which Tenant may have under law or under the provisions of this Lease in connection with partial any damage to the Premises or the Building by fire or other casualty. 14.5 Notwithstanding the provisions of Article 14.1 hereof, if any such damage is due to the fault or neglect of Tenant, any person claiming through or under Tenant, or any of their servants, employees, agents, contractors, visitors or licensees, then there shall be no abatement of Monthly Base Rental or Additional Rent by reason of such damage, and Tenant shall be liable to Landlord for any insurance deductible payable in connection therewith, unless Landlord is reimbursed for such abatement of Monthly Base Rental or Additional Rent or deductibles pursuant to any rental insurance policies or other insurance policies that Landlord may, in its sole discretion, elect to carry. 14.6 The provisions of this Lease, including this Article 14, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction aggregating more than ten (10) percentof, all or any part of the Premises or any other portion of the Building, and any statute or regulation of the State of California, including, without limitations, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations, concerning damage or destruction in the absence of any express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or to any damage or destruction to all or any part of the Premises or the Building. 14.7 Notwithstanding anything in this Lease to the contrary, in the event any such damage to the Premises was not caused by Tenant’s negligence or intentional misconduct, and the repairs that Landlord is required to make so as to render the Premises usable will not be substantially completed within two hundred and seventy (270) days from the date the damage occurred, Tenant shall have the option right to terminate this lease or complete the repairs itselfLease upon thirty (30) days prior written notice to Landlord, deducting the cost thereof provided such notice is given to Landlord within 30 days from the rental due or to become due under this lease and any other lease between Lessor and Statedate Tenant is informed by Landlord in writing that such repairs will not be substantially completed within said 270 day period. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. aIf, prior to the Closing Date, a material part (as defined in this Section 10.02) If of the leased premises are totally Property is destroyed or damaged by fire or other casualty, Seller shall promptly notify Purchaser of such fact and Purchaser shall have the right to terminate this lease Agreement by giving notice to Seller not later than twenty (20) days after the giving of Seller's notice. For the purposes hereof, a "material part" of the Property shall terminatemean the cost of repairing or restoring which would exceed Two Million Five Hundred Thousand Dollars ($2,500,000), as determined by an independent architect designated by Seller and approved by Purchaser. If such casualty Purchaser elects to terminate this Agreement as aforesaid, Seller shall render ten (10) percent or less be deemed unable to perform its obligations hereunder, this Agreement shall terminate effective as of the floor space date of delivery of the leased premises unusable for termination notice, and Escrow Agent shall deliver the purpose intendedDownpayment, Lessor shall effect restoration together with any interest accrued thereon, to Purchaser. Upon the return of the premises Downpayment to Purchaser, this Agreement shall be deemed terminated and Seller shall not have any further liability or obligations to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except in each case, for such liabilities or obligations as quickly as is reasonably possible, but in any event within thirty (30) days. b) In are specifically stated to survive the event such casualty shall render more than ten (10) percent termination of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the samethis Agreement. If Lessor under such circumstances shall Purchaser does not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days elect to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon Agreement or otherwise fails to give timely notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease termination as herein provided, or pursuant time being of the essence as to the terms hereof has not elected giving of such notice, or if there is damage to make the repairs itselfor destruction of an "immaterial part" (i.e., Lessor shall diligently prosecute the repair anything other than a material part) of the leased premises andProperty by fire or other casualty, then in any eventof such events, Purchaser shall be obligated to close title, there shall be no abatement of the Purchase Price (except to the extent of any deductible) and Seller shall assign to Purchaser (without recourse) at the Closing the rights of Seller to the proceeds, if repairs are any, under Seller's insurance policies, including rental insurance relating to periods following the Closing, covering the Property with respect to such damage or destruction (but not completed within in an amount greater than the period of thirty (30) days for destruction aggregating ten (10) percent or less of Purchase Price, and Purchaser shall be entitled to receive and retain any monies received from such insurance policies in an amount not to exceed the floor spacePurchase Price, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any excess proceeds shall belong to Seller. If the amount of casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all proofs of loss, assignments of claim and other lease between Lessor similar instruments (all without recourse) so that the Purchaser receive all of Seller's right, title and State. d) In the event the State remains interest in possession of the premises though partially destroyed, the rental and under said insurance policy and any proceeds thereof as herein provided and the Purchaser shall be reduced by fully credited at Closing with the same ratio as amount of the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdeductible.

Destruction. 14.1 If the Premises shall be damaged by fire or other casualty insured against by Landlord's fire and extended coverage insurance policy covering the Building, and if Tenant shall give prompt notice to Landlord of such damage, Landlord, at Landlord's expense, shall repair such damage; provided, however, that Landlord shall have no obligation to repair any damage to or to replace Tenant's Property, Alterations or any other property or effects of Tenant. Except as otherwise provided in this Article 14, if the entire Premises shall be rendered untenantable by reason of any such damage, the Rent shall ▇▇▇▇▇ for the period from the date of such damage to the date when such damage to the Premises shall have been repaired, and if only a part of the Premises shall be rendered untenantable, the Rent shall ▇▇▇▇▇ for such period in the proportion that the rentable area of the part of the Premises so rendered untenantable bears to the total rentable area of the Premises; provided, however, if, prior to the date when all of such damage shall have been repaired, any part of the Premises so damaged shall be rendered tenantable or shall be used or occupied by Tenant or any person or persons claiming through or under Tenant, then the amount by which the Rent shall ▇▇▇▇▇ shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. 14.2 Notwithstanding the provisions of Article 14.1 hereof, if, prior to or during the Term (a) If the leased premises are Premises shall be totally destroyed damaged or rendered wholly untenantable by fire or other casualty, this lease and if Landlord shall terminate. If such determine, in its sole discretion, not to restore the Premises, or (b) the Building shall be so damaged by fire or other casualty shall render ten (10) percent that, in Landlord's opinion, substantial alteration, demolition or less reconstruction of the floor space of Building shall be required (whether or not the leased premises unusable for the purpose intendedPremises shall have been damaged or rendered untenantable), Lessor shall effect restoration of the premises as quickly as is reasonably possiblethen, but in any event of such events, Landlord, at Landlord's option, may give to Tenant, within ninety (90) days after such fire or other casualty, a thirty (30) days. b) In ' notice of termination of this Lease and, in the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either this Lease and the Term shall terminate upon the expiration of such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days with the same effect as if the date of expiration of such thirty (30) days were the Expiration Date; and the Rent and Additional Charges shall be apportioned as of such date and any prepaid portion of Rent or Additional Charges of any period after such date shall be refunded by Landlord to Tenant. 14.3 Landlord shall attempt to obtain and maintain, throughout the Term, in Landlord's property insurance policies, provisions to the effect that such policies shall not be invalidated should the insured waive, in writing, prior to loss, any or all right of recovery against any party for destruction aggregating ten (10) percent loss occurring to the Building. In the event that at any time Landlord's property insurance carriers shall exact an additional premium for the inclusion of such or less similar provisions, Landlord shall give Tenant notice thereof. In such event, if Tenant agrees, in writing, to reimburse Landlord for such additional premium for the remainder of the floor spaceTerm, Landlord shall require the inclusion of such or within similar provisions by Landlord's property insurance carriers. As long as such or similar provisions are included in Landlord's property insurance policies then in force, Landlord hereby waives any right of recovery against Tenant, any other permitted occupant of the period specified Premises, and any of their servants, employees, agents or contractors, for any loss occasioned by fire or other property that is an insured risk under such policies. In the event that at any time Landlord's property insurance carriers shall not include such or similar provisions in LessorLandlord's property insurance policies, the waivers set forth in the foregoing sentence shall, upon notice given by Landlord to Tenant, be deemed of no further force or effect. 14.4 Except to the extent expressly provided in Article 14.3 hereof, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to its insurance carriers which Tenant may have under law or under the provisions of this Lease in connection with partial any damage to the Premises or the Building by fire or other casualty. 14.5 Notwithstanding the provisions of Article 14.1 hereof, if any such damage is due to the fault or neglect of Tenant, any person claiming through or under Tenant, or any of their servants, employees, agents, contractors, visitors or licensees, then there shall be no abatement of Rent or Additional Charges by reason of such damages, unless Landlord is reimbursed for such abatement of Rent or Additional Charges pursuant to any rental insurance policies that Landlord may, in its sole discretion, elect to carry. 14.6 The Provisions of this Lease, including this Article 14, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction aggregating more than ten (10) percentof, all or any part of the Premises or any other portion of the Building, and any statute or regulation of the State shall have of California, including, without limitations, Sections 1932(2) and 1933(4) of the option California Civil Code, with respect to terminate this lease any rights or complete obligations concerning damage or destruction in the repairs itselfabsence of any express agreement between the parties, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains statute or regulation, now or hereafter in possession effect, shall have no application to this Lease or any damage or destruction to all or any part of the premises though partially destroyed, Premises or the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsBuilding.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionor partial destruction of the Premises or to the Building and Common Area which prevents Tenant’s beneficial use of the Premises caused by a loss required to be insured under Landlord’s property insurance pursuant to Section 12.6 hereof, Lessor Landlord shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall ; provided, however, that if the repairs cannot give such notice be made within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from after the date such notice is givenof destruction, under the then applicable laws and regulations of Federal, State, County and Municipal authorities and in the light of the extent of damage and the then condition of the labor market and availability of materials and supplies, as reasonably and in good faith estimated by an architect retained by Landlord, then either such event, at its option, may terminate this lease or, upon notice to Lessor, party may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under terminate this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant Lease by written notice to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed other given within the period of thirty (30) days for destruction aggregating ten (10) percent or less days after Landlord provides Tenant with written notice of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option estimated time to terminate this lease or complete the repairs itself, deducting repairs. Landlord shall retain the cost thereof from architect as soon as is practicable after the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession occurrence of the premises though partially destroyeddamage and shall provide the architect’s estimate of the time to complete the repairs. If Landlord is required to make repairs, this Lease shall continue in full force and effect and the rental as herein provided rent shall be proportionately reduced while repairs are being made, such reduction shall be based upon the extent to which the damage and making of repairs shall interfere with the business carried on by Tenant in the same ratio as Premises. If Landlord should elect or be obligated pursuant to this Section 14 to repair because of any damage or destruction, Landlord’s obligation shall be limited solely to restoration of the net square feet the State is thus precluded from occupying bears Building to the total net square feet in condition provided to Tenant on the leased premises. "Net square feet" shall mean actual inside dimensions Commencement Date and shall not include public corridorsextend to any leasehold improvements or alterations in the Premises made by Tenant during the Term, stairwellsfurniture, elevatorsequipment, supplies, trade fixtures or other personal property owned or leased by Tenant, its employees, contractors, invitees or licensees. The provisions of this Lease, including this Section, constitute an express agreement between Landlord and restroomsTenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Property. Any statute or regulation of the state in which the Building is located including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or any other portion of the Property.

Destruction. 13.1 If the Premises shall be damaged by fire or other casualty and the resulting loss is fully insured against by any fire and extended coverage insurance policy covering the Building which Landlord may elect to carry, and if Tenant shall give prompt notice to Landlord of such damage, Landlord, at Landlord's expense, shall repair such damage; subject, however, to the provisions of Section 13.2 and provided that Landlord shall have no obligation to repair any damage to or to replace ▇▇▇▇▇▇'s Property or any other property or effects of Tenant. Except as otherwise provided in this Article XIII, if the entire Premises shall be rendered untenantable by reason of any such damage and Tenant is not occupying and using any part thereof, the Rent shall ▇▇▇▇▇ for the period from the date of such damage to the date when Landlord shall have completed its repair of the Premises, and if only a part of the Premises shall be rendered untenantable, the Rent shall ▇▇▇▇▇ for such period in the proportion that the area of the part of the Premises so rendered untenantable bears to the total area of the Premises, but only to the extent that such untenantability materially interferes with the conduct of Tenant's business on the unaffected portion of the Premises; provided, however, if, prior to the date when Landlord shall have completed all of its repairs to the Premises, all or any part of the Premises with respect to which the Rent abates as provided above shall be repaired by Landlord or shall be used or occupied by Tenant or any person or persons claiming through or under Tenant or shall cease to cause such material interference, then the Rent attributable to the Premises or such part thereof shall be reinstated on the date of any such use, occupancy or tenantability, or cessation of interference. 13.2 Notwithstanding the provisions of Section 13.1 hereof, if, prior to or during the Term (a) If the leased premises are Premises shall be totally destroyed damaged or rendered wholly untenantable by fire or other casualty, this lease or (b) the Building shall terminate. If such be so damaged by fire or other casualty shall render ten (10) percent that substantial alteration, demolition or less reconstruction of the floor space Building shall be required (whether or not the Premises shall have been damaged), then, in either of the leased premises unusable for the purpose intendedsuch events, Lessor shall effect restoration of the premises as quickly as is reasonably possibleLandlord, but in any event at Landlord's option, may give to Tenant, within ninety (90) days after such fire or other casualty, a thirty (30) days. b) In ' notice of termination of this Lease and, in the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either this Lease shall terminate upon the expiration of such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days days; and the Rent shall be apportioned as of such date and any prepaid Rent, or any portion thereof, for destruction aggregating ten (10) percent or less any period after such date shall be refunded by Landlord to Tenant. 13.3 Landlord and Tenant shall each obtain and maintain, throughout the Term, in any casualty insurance policies carried by such party covering any part of the floor spaceReal Property, the Premises, or within the period specified contents therein, including Tenant's Property, a waiver of all rights of subrogation which the insurer of one party might have against the other party, which waiver shall be effective so long as a corresponding waiver is carried by the other party in Lessor's notice in connection with partial destruction aggregating more than ten its policies. In further implementation of the foregoing, each party hereby waives (10a) percentany obligation on the part of the other party to make repairs necessitated or occasioned by fire or other casualty that is an insured risk under such policies, and (b) any right of recovery against the State other party, any other permitted occupant of the Premises, and any of their servants, employees, agents or contractors, for any loss occasioned by fire or other casualty that is an insured risk under such policies. If such waiver of subrogation can be obtained under any such policy of insurance only upon payment of an additional premium and the party benefiting from such waiver shall not pay such additional premium on demand, or if such waiver cannot be obtained upon other conditions acceptable to the party benefiting from such waiver, then the party benefiting from such waiver shall be deemed to have agreed that the option to terminate this lease or complete the repairs itself, deducting the cost thereof other party shall be released from the rental due or to become due all of its foregoing obligations and waivers under this lease and any other lease between Lessor and StateSection 13. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises are Leased Premises is partially or totally destroyed by fire or other casualty insurable under standard fire insurance policies with extended coverage endorsement so as to become partially or totally untenantable, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless Landlord elects not to repair or rebuild as provided in subsection (b) of this Section 17.01. During the period required for restoration, a just and proportionate part of Base Monthly Rent, Additional Rent and other charges payable by Tenant hereunder shall be abated until the Leased Premises is repaired or rebuilt. (b) If the Leased Premises is (i) rendered totally untenantable by reason of an occurrence described in subsection (a) of this Section 17.01, or (ii) damaged or destroyed as a result of a risk which is not insured under Landlord’s fire insurance policies, or (iii) at least twenty percent (20%) damaged or destroyed during the last two (2) years of the Rental Term, or (iv) if the Building is damaged in whole or in part (whether or not the Leased Premises is damaged), to such an extent that Tenant cannot practically use the Leased Premises for its intended purpose, then and in any such events Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the date of such occurrence. Unless Landlord gives such notice, this Lease shall remain in full force and effect and Landlord shall repair such damage at its expense as expeditiously as possible under the circumstances. (c) If Landlord should elect or be obligated, pursuant to subsection (a) of this Section 17.01, to repair or rebuild because of any damage or destruction, Landlord’s obligation shall be limited to the original Building and any other work or improvements which may have been originally performed or installed at Landlord’s expense. If the cost of performing Landlord’s obligation exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, Landlord may terminate this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedLease unless Tenant, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the insurance available for such destruction, purpose. Tenant shall replace all work and improvements not originally installed or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, performed by Landlord at its optionexpense. (d) Except as stated in this Article XVII, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and Landlord shall not be liable for any loss or damage sustained by Tenant by reason of casualties mentioned hereinabove or any other lease between Lessor and Stateaccidental casualty. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) Tenant shall give prompt notice to Landlord in case of any fire or other damage to the Demised Premises or the building of which they form a part. If the leased premises are totally destroyed Demised Premises shall be partially damaged by fire or other casualtycasualty required to be insured under Landlord's insurance policies, this lease then upon Landlord's receipt of insurance proceeds for such damage, Landlord, except as otherwise provided herein, shall terminate. If such casualty shall render ten (10) percent or less proceed with so much of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect repair and restoration of the premises same to substantially the condition that existed immediately prior to such destruction, exclusive of Tenant's fixtures, equipment and inventory and the Existing Equipment; limited, however, to the extent of the insurance proceeds actually received by Landlord therefor. All repairs and restoration of the Demised Premises not included above by Landlord shall be performed by Tenant, at its sole cost and expense, promptly and with due diligence. If (i) the Shopping Center or the Demised Premises shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof, or (ii) the Demised Premises or the building of which the Demised Premises form a part shall be destroyed or substantially damaged as quickly as is reasonably possiblea result of a risk not insured by Landlord hereunder, but or (iii) the Demised Premises shall be damaged to the extent of twenty percent (20%) or more of the cost of replacement thereof during the last two (2) years of the Lease Term (or any renewal term), then or in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionevents, Lessor shall forthwith give notice to State of the specific number of days required either Landlord or Tenant may elect either to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondamage as aforesaid, or if such to cancel this Lease by written notice shall specify that such repairs will require more than of cancellation given to the other party within ninety (90) days after the date of an occurrence as specified in subparagraphs (i), (ii), or (iii) of this Paragraph 20, and thereupon this Lease shall cease and terminate with the same force and effect as though the date set forth in the Landlord's said notice were the date herein fixed for the expiration of the Lease Term; and Tenant shall vacate and surrender the Demised Premises to complete from Landlord. Upon the termination of this Lease, as aforesaid, Tenant's liability for the rent shall cease as of the date of such notice damage or destruction and Landlord shall make an equitable refund of any rent paid by Tenant in advance and not earned. Unless this Lease is giventerminated by Landlord, Stateas aforesaid, this Lease shall remain in full force and effect. If by reason of such fire or other casualty not caused by Tenant the Demised Premises is rendered wholly untenantable, the Fixed Minimum Rent shall be fully abated, or if only partially damaged, such Fixed Minimum Rent shall be abated proportionately as to that portion of the Demised Premises rendered untenantable (having due regard to the extent to which Tenant may be required to discontinue its business in the Demised Premises [e.g., the damage or destruction of Tenant's projection booth shall render one or more entire theatre auditoriums untenantable]), in either such event, at its option, may event (unless Landlord or Tenant shall elect to terminate this lease orLease as aforesaid) until fifteen (15) days after notice by Landlord to Tenant that the Demised Premises have been substantially repaired and restored to the extent required hereunder of Landlord or until Tenant's business operations are restored in the entire Demised Premises, upon notice whichever shall occur sooner. Tenant shall continue the operation of Tenant's business in the part of Demised Premises so damaged or any part thereof not so damaged during any such period to Lessor, may elect to undertake the repairs itself, deducting the cost thereof extent reasonably practicable from the rental due standpoint of prudent business management. Tenant shall not be entitled to become due under this lease and hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Demised Premises and for any inconvenience or annoyance occasioned by any such damage, destruction, repair or restoration. (b) If any other lease between Lessor portion of the Shopping Center is damaged by fire or other casualty (irrespective of whether the Demised Premises shall have been damaged or destroyed), Landlord shall either repair and Staterestore the damaged improvements or shall raze the damaged improvements, remove all debris and maintain that area as paved parking or landscaped area, and shall at all times maintain reasonable access to and from the Demised Premises, subject to receipt of insurance proceeds, permit and approvals, and subject to delays beyond Landlord's reasonable control (not to exceed one hundred twenty (120) days). (c) In any event, if Landlord shall not commence, in good faith, repair and restoration work within sixty (60) days after Landlord's receipt of the event of insurance proceeds and the applicable building permit, after any such destruction other than total, where the State has not terminated the lease as herein provided, or damage which Landlord is required to repair pursuant to the terms hereof has hereof, or if Landlord shall fail with all due diligence to continue with such repair and restoration work to completion within one (1) year from the date the building permit for such restoration work is issued, subject to delays beyond Landlord's reasonable control (not elected to make exceed one hundred twenty (120) days), then Tenant shall have the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of right to terminate this Lease by giving Landlord a thirty (30) days for destruction aggregating ten (10) percent or less prior written notice of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State its election so to do to Landlord. Landlord shall have the option right to terminate this lease or complete void the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In notice in the event such work is commenced or finished, as the State remains in possession case may be, prior to the expiration of the premises though partially destroyedthirty (30) day notice period, the rental as herein provided in which event this Lease shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet continue in the leased premises. "Net square feet" shall mean actual inside dimensions full force and shall not include public corridors, stairwells, elevators, and restroomseffect.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionthe Premises are destroyed in whole or in part from any cause, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under such circumstances shall not give such notice within fifteen (15) calendar days after such destructionPara▇▇▇▇▇ ▇, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event▇▇▇▇▇▇▇▇ ▇▇▇, at its option, may terminate this lease or, upon notice : (a) Rebuild or restore the Premises to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant their condition prior to the terms hereof has damage or destruction, or (b) Terminate this Lease. If Landlord does not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, give Tenant notice in any event, if repairs are not completed writing within the period of thirty THIRTY (30) days for DAYS from the destruction aggregating ten (10) percent or less of the floor spacePremises of its election to either rebuild and restore them, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease Lease, Landlord shall be deemed to have elected to rebuild or complete restore them, in which event Landlord agrees, at its expense, promptly to rebuild or restore the repairs itself, deducting Premises to their condition prior to the cost thereof from damage or destruction. Tenant shall be entitled to a reduction in rent while such repair is being made in the rental due or to become due under this lease and any other lease between Lessor and State. d) In proportion that the event the State remains in possession area of the premises though partially destroyed, the rental as herein provided shall be reduced Premises rendered untenantable by the same ratio as the net square feet the State is thus precluded from occupying such damage bears to the total net square feet in area of the leased premisesPremises. "Net square feet" If Landlord does not complete the rebuilding or restoration within ONE HUNDRED EIGHTY (180) DAYS following the date of destruction (such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall mean actual inside dimensions have the right to terminate this Lease by giving FIFTEEN (15) DAYS' prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore shall be limited to the building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include public corridorsrestoration of Tenant's trade fixture, stairwellsequipment, elevatorsmerchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's sole cost and restroomsexpense provided this Lease is not cancelled according to the provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than 33-1/3% of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. In the event Tenant causes the destruction of the Premises, Tenant shall pay the deductible portion of Landlord's insurance proceeds.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destructionthe Premises are destroyed in whole or in part from any cause, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction▇▇▇▇▇▇▇▇▇ ▇, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event▇▇▇▇▇▇▇▇ may, at its option, may terminate this lease or, upon notice : (a) Rebuild or restore the Premises to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant their condition prior to the terms hereof has damage or destruction, or (b) Terminate this Lease. If Landlord does not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, give Tenant notice in any event, if repairs are not completed within the period of writing within; thirty (30) days for from the destruction aggregating ten (10) percent or less of the floor spacepremises of its election to either rebuild and restore them, or to terminate this Lease, Landlord shall be deemed to have elected to rebuild or restore them, in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction. Tenant shall he entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises. If Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction (such period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percentof time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of the State contractors or subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall have the option right to terminate this lease Lease by giving fifteen (15) days’ prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or complete restore shall be limited to the repairs itselfbuilding and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant’s trade fixture, deducting equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost thereof from and expense provided this Lease is not canceled according to the rental due provisions above. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Premises are situated is damaged or destroyed to become due under the extent of not less than 33-1/3% of the replacement cost thereof, Landlord may elect to terminate this lease and any other lease between Lessor and State. d) Lease, whether the Premises be injured or not. In the event the State remains in possession destruction of the premises though partially destroyedPremises is caused by Tenant, Tenant shall pay the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdeductible portion of Landlord’s insurance proceeds.

Destruction. aIf, during the term of this Lease, the Premises or the building and other improvements in which the Premises are located are totally or partially destroyed from any cause, rendering the Premises totally or practically inaccessible or unusable, Landlord shall restore the Premises or the building and other improvements in which the Premises are located to substantially the same condition as they were in immediately before destruction, if the restoration can be made under the existing laws and can be completed within one hundred eighty (180) working days after the date of the destruction. Such destruction shall not terminate this Lease. If the leased premises are totally destroyed by fire or other casualtyrestoration cannot be made in the time stated in this paragraph, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice then within fifteen (15) calendar days after such destructionthe parties determine that the restoration cannot be made in the time stated in this paragraph, or Tenant can terminate this Lease immediately by giving notice to Landlord. If Tenant fails to terminate this Lease and if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice restoration is givenpermitted under the existing laws, State, in either such eventLandlord, at its optionelection, may can either terminate this lease orLease or restore the Premises or the building and other improvements in which the Premises are located within a reasonable time and this Lease shall continue in full force and effect. If the existing laws do not permit the restoration, upon either party can terminate this Lease immediately by giving notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such party. If there is destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, building and other improvements in any event, if repairs which the Premises are not completed within the period of thirty located that exceeds thirty-three and one-third percent (3033 1/3%) days for destruction aggregating ten (10) percent or less of the floor spacethen replacement value of the building and other improvements from any cause, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option Landlord can elect to terminate this Lease whether or not the Premises are rendered inaccessible or unusable, as long as Landlord terminates the lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, other tenant in the rental as herein provided building. In case of destruction there shall be reduced by an abatement or reduction of rent between the same ratio as date of destruction and the net square feet date of completion of restoration, based on the State is thus precluded from occupying bears extent to which the destruction interferes with Tenant's use of the Premises, provided that Landlord shall be entitled to the total net square feet in proceeds of the leased premises. "Net square feet" shall mean actual inside dimensions and shall business interruption insurance required under Paragraph 11 (eleven), F. If destruction to the Premises occurs during the last year of the term, Landlord can terminate this Lease by giving notice to Tenant not include public corridors, stairwells, elevators, and restrooms.more than fifteen (15) days after the

Destruction. If the Building is totally or partially destroyed during the Lease Term, rendering the Premises totally or partially inaccessible or unusable, then, subject to the remainder of this Paragraph, (i) Landlord shall promptly commence work necessary to restore the Building to substantially the same condition as it was in immediately before such destruction and shall diligently prosecute such restoration work until completed, (ii) Landlord shall not be required to restore Tenant’s Alterations or Tenant’s Personal Property, unless they are an integral part of the Premises and they are specifically covered by insurance proceeds received by Landlord, such excluded items being the sole responsibility of Tenant to restore, (iii) such destruction shall not terminate this Lease (except as provided below), and (iv) all obligations of Tenant under this Lease shall remain in effect, except that the Basic Monthly Rent and Additional Rent shall be abated or reduced, between the date of such destruction and the date of Substantial Completion of restoration, by the ratio of (a) If the leased premises are totally destroyed Rentable Square Footage of the Premises rendered unusable or inaccessible by fire or other the destruction, to (b) the Rentable Square Footage of the Premises prior to such destruction. Notwithstanding anything to the contrary in this Paragraph, either party shall have ten business days from the date of Landlord’s determination that this sentence applies to the subject destruction/reconstruction, in which to terminate this Lease if Landlord determines that (1) it will likely take more than either (A) 250 days following the date of such casualty, this lease shall terminate. If or (B) 180 days from obtaining all required permits for such casualty shall render ten reconstruction, in which to complete such work, (102) percent or less such destruction (which is not de minimus in nature) occurs during the last two years of the floor space Lease Term, or (3) then-existing laws do not permit such restoration. Additionally, Landlord may, at its election, terminate this Lease by so notifying Tenant in writing on or before the later of 60 days after such destruction if (I) such destruction exceeds 20% of the leased premises unusable for the purpose intended, Lessor shall effect restoration then-replacement value of the premises as quickly as is Premises, the Building, or the Project, or (II) Landlord reasonably possibledetermines that the cost of such restoration will exceed the amount of insurance proceeds relating to such destruction actually received (or likely to be available) by Landlord from insurance maintained by Landlord, but in any event within thirty (30) days. b) In the event such casualty shall render excluding deductibles, by more than ten (10) five percent of such floor space unusable but not constitute total cost of restoration. If Landlord or Tenant so terminates this Lease, then (x) Landlord shall have no obligation to restore the Project , (y) Landlord shall retain all insurance proceeds relating to such destruction (except the proceeds of any insurance policies maintained by Tenant, unless Tenant or its agents, employees or contractors are found to be legally liable for the destruction, Lessor in which case Landlord shall forthwith give notice be entitled to State recover from Tenant any insurance proceeds paid or payable to Tenant to the extent necessary to pay the reasonable cost of the specific number restoration), and (z) this Lease shall terminate as of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar 30 days after such notice of termination from Landlord or Tenant, as applicable. Tenant hereby waives the provisions of any successor statute with respect to any destruction of the Premises. If Landlord fails to Substantially Complete any restoration work within six months after occurrence of the damage or destruction, or if Tenant may, by 30 days’ written notice to Landlord delivered after the expiration of such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is givensix-month period, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and StateLease. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If the leased occupied premises are totally destroyed by fire or other casualty, this lease occupancy agreement shall terminate. If such casualty shall render ten percent (10%) percent or less of the floor space of the leased occupied premises unusable for the purpose intended, Lessor Owner shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) . In the event such casualty shall render more than ten percent (10%) percent of such floor space unusable but not constitute total destruction, Lessor Owner shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor Owner under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, option may terminate this lease occupancy agreement or, upon notice to LessorOwner, may maintain occupancy and elect to undertake the repairs itself, deducting the cost thereof from the rental due or to become due under this lease occupancy agreement and any other lease occupancy agreement between Lessor Owner and State. c) . In the event of any such destruction other than total, where the State has not terminated the lease occupancy agreement as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor Owner shall diligently prosecute the repair of the leased said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating ten percent (10%) percent or less of the floor space, or within the period specified in LessorOwner's notice in connection with partial destruction aggregating more than ten percent (10) percent%), the State shall have the option to terminate this lease occupancy agreement or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease occupancy agreement and any other lease occupancy agreement between Lessor Owner and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. a) If If, during the term, the leased premises or the Building and other improvements in which the leased premises are located are totally or partially destroyed from any cause, rendering the leased promises totally or partially inaccessible or unusable, Lessor shall restore the leased premises or the Building and other improvements in which the leased premises are located to substantially the same condition as they were in immediately before destruction, if the restoration can be made under the existing laws and can be completed within 90 working days after the date of the destruction. Such destruction shall not terminate this lease. The provisions of Section 1933, subparagraph 4, of the Civil Code of California are hereby waived by fire Lessee. If the restoration cannot be made in the lime stated in this paragraph, then within 21 working days after the parties determine that the restoration cannot be made in the lime stated in this paragraph, Lessee can terminate this lease immediately by giving notice to Lessor. If Lessee fails to terminate this lease and if restoration is permitted under the existing laws, Lessor. at its election, can either terminate this lease or restore the leased premises or the Building and other casualty, improvements in which the leased premises are located within a reasonable time and this lease shall terminatecontinue in full force and effect. If such casualty shall render ten (10) percent or less of the floor space of existing laws do not permit the leased premises unusable for the purpose intendedrestoration, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may party can terminate this lease or, upon immediately by giving notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) party. In the event of any such destruction other than total, where the State has not terminated the lease restoration as herein provided, or pursuant Lessee shall be entitled to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair a proportionate reduction of the leased premises andrent while such restoration is being made, in any event, if repairs are not completed within such proportionate reduction to be based upon the period extent to which the making of thirty (30) days for destruction aggregating ten (10) percent or less of such restoration shall materially interfere with the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced business carried on by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet Lessee in the leased premises. "Net square feet" If the damage is due to the fault of neglect of Lessee or its employees, there shall mean actual inside dimensions and be no abatement of rent. Notwithstanding anything to the contrary contained in this paragraph, Lessor shall not include public corridorshave any obligation whatsoever to repair, stairwellsreconstruct or restore the leased premises when the damage resulting from any casualty covered under this paragraph occurs during the last twelve (12) months at the term of this lease or any extension thereof. Lessor shall not be required to repair any injury or damage by fire or other cause, elevatorsor to make any repairs or replacements of any panels, and restroomsdecoration, office fixtures, railings, floor covering, partitions, or any other property installed in the leased premises by Lessee.

Destruction. (a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten that any substantial damage occurs to the demised premises during the Term of this Lease, then this Lease may be terminated in the sole election of Lessee by Lessee giving within sixty (1060) percent days of the occurrence of such floor space unusable but not constitute total destruction, damage notice in writing to Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than terminate and vacate ninety (90) days to complete from date after the giving of such notice. If such notice to terminate is givennot given by Lessee, StateLessor shall forthwith replace, in either restore or rebuild the destroyed portions thereof to substantially the same condition as existing immediately prior to such eventdestruction, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. cif such restoration cannot reasonably by completed within ninety (90) In days of the event of such damage, except for matters beyond the control of Lessor, Lessee shall be entitled to terminate this Lease. The design and location of such replacement, restoration or rebuilding shall be selected by Lessor after consultation with Lessee, and, so far as Lessor shall deem practicable, in compliance with Lessee's wishes. It is understood that in no event shall any obligation of Lessor to replace, restore or rebuild exceed in amount the sum of the insurance proceeds received by it. Lessor shall carry replacement cost coverage on the premises and Lessor's improvements. Lessor's obligation with respect to replacement, restoration and rebuilding shall not include any property, which Lessee was entitled to remove pursuant to Article 5 hereof. (b) In any event of destruction by fire or other casualty with respect to which Lessor is entitled to receive compensation by insurance or otherwise, a just proportion of the rent according to the extent of the floor space rendered wholly untenantable and unfit for occupancy or business operations shall be abated unless and until such destruction space shall have been restored to a tenantable condition. (c) Lessor reserves all rights to insurance proceeds or other than totalcompensation payable by reason of such destruction, where and by way of confirmation Lessee hereby grants Lessor all Lessee's rights to such proceeds and other compensation and covenants to execute and deliver such further instruments of assignment thereof as Lessor from time to time may request. All property installed on the State has not terminated the lease as herein provided, or demised premises by Lessee pursuant to the terms provisions of Article 5 hereof has not elected to make and all removable property of any nature whatsoever at any time located on the repairs itself, Lessor shall diligently prosecute the repair of the leased demised premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State at Lessee's sole risk and hazard; provided, however, that Lessee is thus precluded from occupying bears entitled to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsobtain its own insurance on such property.

Destruction. (a) If If, during the leased term of this Lease, the premises are totally or partially destroyed from a risk covered by fire the insurance described in paragraph "47th" of this Rider, rendering the premises totally or other casualtypartially inaccessible or unusable, or partially damaged but still usable, Tenant shall restore the premises to substantially the same condition as they were in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this lease Lease. However, if premises are not able to be used by Tenant for its business operation, rent will abat▇ ▇▇▇il premises are restored. (b) If, during the term of this lease, the premises are destroyed in a manner described in subparagraph " (a) of this paragraph "48th", both Tenant and Landlord shall terminatemake the loss adjustment with the insurance company insuring the loss, and on receipt of the proceeds, same shall be paid to Landlord and Landlord shall hold same in escrow as follows: All sums deposited with the Landlord shall be paid in installments by the Landlord to the contractor retained by Tenant as construction progresses for payment of the cost of restoration. A 10% retention fund shall be established that will be paid to the contractor on completion of restoration, payment of all costs, expiration of all applicable lien periods and proof that the premises are free of all mechanic's liens and lienable claims, and the furnishing of all municipal certificates. If such casualty shall render ten (10) percent the Landlord in its reasonable discretion determines that a particular installment requested by Tenant or less of the floor space of the leased premises unusable for the purpose intendedTenant's contractor is improper, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State it shall have the option right to terminate this lease appoint its own construction supervisor to determine the validity of such installment and to make payments on certificates approved by Landlord's construction supervisor, and the reasonable expenses of Landlord's construction supervisor shall be paid out of the escrow funds and charged to Tenant's account. Both parties agree to promptly execute all documents and perform all acts reasonable required by either Landlord or complete the repairs itself, deducting the cost thereof from the rental due or any substitute insurance trustee to become due perform its obligations under this lease and any other lease between Lessor and State. d) In the event the State remains in possession paragraph. 49th. CONSENT OF PARTIES: Whenever consent or approval of the premises though partially destroyedeither party is required, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and that party shall not include public corridors, stairwells, elevators, and restroomsunreasonably withhold such consent or approval except as same may be limited by paragraph "37th" of this Rider.

Destruction. a) If the leased premises are totally destroyed by fire or other casualty, this lease shall terminate. If such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intended, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. b) 21.01 In the event such casualty shall render more of (A) a partial destruction of the Leased Premises or the Building during the Lease term which requires repairs to either the Leased Premises or the Building or (B) the Leased Premises or the Building being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than ten (10) percent of such floor space unusable but not constitute total destructionTenant's act, Lessor use or occupation which declaration requires repairs to either the Leased Premises or the Building, Landlord shall forthwith give notice make repairs, provided repairs can be made within one-hundred and twenty (120) days under the laws and regulations of authorized public authorities, but partial destruction (including any destruction necessary in order to State make repairs required by any declaration) shall in no way annul or void this Lease, except that Tenant shall be entitled to proportionate reduction of rent while such repairs are being made. The proportionate reduction is to be based upon the specific number extent to which the making of days required to repair repairs shall interfere with the samebusiness carried on by Tenant in the Lease Premises. If Lessor under such circumstances shall repairs cannot give such notice be made within fifteen one hundred twenty (15120) calendar days after such destructiondays, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such eventLandlord may, at its option, make such repairs within a reasonable time, this Lease continuing in full force and effect and the rent to be proportionately abated, as is this paragraph provided. In the event that Landlord does not so elect to make repairs which cannot be made within one hundred twenty (120) days, or repairs cannot be made under current laws and regulations, this Lease may be terminated at the option of either party. A total destruction (including any destruction required by any authorized public authority) of either the Leased Premises or the building shall terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) Lease. In the event of any dispute between Landlord and Tenant relative to the provisions of this paragraph, they may each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision theron shall be final and binding on both Landlord and Tenant who shall bear the cost of such arbitration equally between them. Landlord shall not be required to repair any property installed in the Leased Premises by Tenant. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph and in the event of a destruction other than total, where agrees to accept any offer by Landlord to provide Tenant with comparable space within the State has not terminated project in which the lease Premises are located on the same terms as in this Lease contained. Notwithstanding anything to the contrary herein provided, or pursuant in the event a mortgagee requires the insurance proceeds be applied to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percentsuch indebtedness, the State Landlord shall have the option right to terminate this lease or complete the repairs itselfLease by delivering written notice of termination to Tenant, deducting the cost thereof from the rental due or to become due under this lease whereupon, all rights and any other lease between Lessor obligations hereunder shall cease and Stateterminate. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. (a) If the leased premises Premises are partially or totally destroyed by fire or other casualtycasualty insurable under standard fire insurance policies with extended coverage endorsement so as to become partially or totally untenantable, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless Landlord or Tenant elects not to repair or rebuild as provided in Subsection (b) of this Section 17.01. During the period required for restoration, a just and proportionate part of Base Rent, additional rent and other charges payable by Tenant hereunder shall be abated until the Premises are repaired or rebuilt. (b) If the Premises are (I) rendered totally untenantable by reason of an occurrence described in Subsection (a), or (II) damaged or destroyed as a result of a risk which is not insured under Landlord's fire insurance policies, or (III) at least twenty percent (20%) damaged or destroyed during the last year of the Rental Term, or (IV) if the Premises are damaged in whole or in part to such an extent that Tenant cannot practically use the Premises for their intended purpose, then and in any such events either Tenant or Landlord may at its option terminate this Lease Agreement by notice in writing to other party within sixty (60) days after the date of such occurrence. Unless Landlord or Tenant gives such notice, this lease Lease Agreement will remain in full force and effect and Landlord shall terminaterepair such damage at its expense as expeditiously as possible under the circumstances. (c) If Landlord should elect or be obligated pursuant to Subsection (a) above to repair or rebuild because of any damage or destruction, Landlord's obligation shall be limited to the original Premises and any other work or improvements including the Tenant Improvements which may have been originally performed or installed at Landlord's expense. If the cost of performing Landlord's obligation exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty shall render ten (10) percent or less of the floor space of the leased premises unusable for the purpose intendedby $50,000, Lessor shall effect restoration of the premises as quickly as is reasonably possibleLandlord may terminate this Lease Agreement unless Tenant, but in any event within thirty (30) days. b) In the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State of the specific number of days required to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destructiondemand therefor, or if such notice shall specify that such repairs will require more than ninety (90) days deposits with Landlord a sum of money sufficient to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake pay the repairs itself, deducting difference between the cost thereof from of repair and the rental due to become due under proceeds of the insurance available for such purpose. (d) Except as stated in this lease and Article XVII, Landlord shall not be liable for any loss or damage sustained by Tenant by reason of casualties mentioned hereinabove or any other lease between Lessor and Stateaccidental casualty. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.

Destruction. aIn the event the Premises are damaged or destroyed in whole or in part from any cause, or in the event any utility service servicing the Premises becomes completely inoperable, Landlord shall, within fifteen (15) If business days of the leased premises are totally destroyed by fire event of such damage, destruction or other casualtycessation of service, this lease shall terminatenotify Tenant in writing as to the approximate length of time necessary for Landlord to reconstruct the Premises to substantially its former condition or to have such utility services restored. If such casualty estimate exceeds one hundred eighty (180) days from the date of damage, destruction or cessation of service, either party shall render ten (10) percent or less of have the floor space of the leased premises unusable for the purpose intendedoption, Lessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. days of Landlord’s notice, to terminate this Lease as to only the Building as to which the damage or cessation has occurred or, if, as a result of such damage, destruction or cessation of service, Tenant is only able to occupy four (4) Buildings under both this Lease and the Phase 2 Lease, then in that event, Tenant may terminate this Lease in its entirety as well as the Phase 2 Lease in it’s entirety. In addition, if the reconstruction of the Premises or restoration of the utility service exceeds Landlord’s estimate, as set forth in Landlord’s notice, Tenant shall, once it becomes clear that such estimate will be exceeded until such time as the reconstruction or restoration is complete, have the right to terminate this Lease as to the Building as to which the damage or cessation has occurred or, if, as a result of such damage, destruction or cessation of service, Tenant is only able to occupy four (4) Buildings under both this Lease and the Phase 2 Lease, Tenant may terminate this Lease in its entirety as well as the Phase 2 Lease Lease in it’s entirety. If such a termination occurs, the obligations under this Lease shall be equitably revised based on the square footage of the Premises terminated in relation to the total square footage of the Premises prior to termination. If neither party elects to terminate, or if neither party is entitled to terminate under this Paragraph, Landlord shall promptly, at its sole expense, rebuild or restore the Premises or the utilities to substantially the condition existing prior to the date of damage, destruction or cessation of service. Tenant shall be entitled to a reduction in rent while such repair is being made in the proportion that the area of the Premises is rendered unusable bears to the total square footage of the Premises. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild or restore shall be limited to the building, interior improvements and utilities as they existed as of the Commencement Date of the Lease, but shall not include (a) restoration of Tenant’s trade fixtures, equipment, merchandise or any improvements, alterations or additions made by Tenant to the Premises, or (b) In any damage caused by the act or breach of this Lease by Tenant, which damage Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense. Unless a termination occurs pursuant to the foregoing provisions, this Lease shall remain in full force and effect as to the entirety of the Premises. Tenant hereby expressly waives the provisions of section 1932, Subdivision 2, and section 1933, Subdivision 4 of the California Civil Code. Notwithstanding anything to the contrary set forth above, in the event such casualty shall render more than ten (10) percent of such floor space unusable but not constitute total destruction, Lessor shall forthwith give notice to State the damage or destruction of the specific number Premises (i) occurs during the last two years of days required to repair the same. If Lessor under such circumstances term (unless any applicable extension option has been exercised) and (ii) has rendered at least 50% of the Premises unusable by Tenant, Landlord shall not give such notice within have the option during the aforementioned fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days business day period to complete from date such notice is given, Stateelect not to rebuild the Premises by so notifying Tenant, in either which case Tenant may elect to terminate this Lease and/or the Phase 2 Lease by so notifying Landlord. Notwithstanding the foregoing, in the event Landlord elects not to rebuild or restore the Premises or any Building constituting a portion of the Premises, and notifies Tenant that Landlord desires to terminate the Lease as to that Building, Tenant may, by providing written notice to Landlord within 30 days of the date it receives notice of Landlord’s intent to terminate, elect to rebuild one or more of the Buildings which were so damaged. In the event Tenant makes the election set forth herein, then this Lease shall continue in full force and effect, and any insurance proceeds for the damage being repaired by Tenant shall be assigned to and paid over to Tenant to the extent Tenant pays the same for such eventrestoration. Tenant shall then immediately Charleston Intuit Lease Phase 1—Buildings 1-5 August 4, 2003—Final commence, at its optionsole cost and expense, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any restoring such destruction other than total, where the State has not terminated the lease as herein provided, or pursuant Buildings to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of the leased premises and, condition they were in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and State. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears prior to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroomsdate of such destruction.

Destruction. (a) If the leased premises Demised Premises are totally destroyed damaged by fire or other casualty, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless this lease Lease is terminated as provided in this Article 22, and from the date of such damage through restoration, a just and proportionate part of Rent shall terminate. be abated until the Demised Premises are repaired or rebuilt. (b) If the Demised Premises are (i) damaged to such casualty shall render ten an extent that repairs cannot, in Landlord's reasonable judgment, be completed within one hundred eighty (10180) percent or less days after the date of the floor space casualty or (ii) damaged or destroyed as a result of a risk which is not insured under standard fire insurance policies with extended coverage endorsement, or (iii) damaged or destroyed during the last eighteen (18) months of the leased premises unusable for Lease Term, or if the purpose intendedBuilding is damaged in whole or in part (whether or not the Demised Premises are damaged), Lessor shall effect restoration of to such an extent that the premises Building cannot, in Landlord's judgment, be operated economically as quickly as is reasonably possiblean integral unit, but then and in any such event Landlord may at its option terminate this Lease by notice in writing to the Tenant within thirty (30) daysdays after the date of such occurrence. Unless Landlord elects to terminate this Lease as 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. b(c) In the event such casualty shall render more than ten If Landlord should elect or be obligated pursuant to subparagraph (10a) percent above to repair or rebuild because of such floor space unusable but not constitute total any damage or destruction, Lessor Landlord's obligation shall forthwith give notice be limited to State of the specific number of days required original Building, excluding any leasehold alterations, additions or improvements to repair the same. If Lessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, Demised Premises to be maintained or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option, may terminate this lease or, upon notice to Lessor, may elect to undertake the repairs itself, deducting the cost thereof from the rental due to become due under this lease and any other lease between Lessor and State. c) In the event of any such destruction other than total, where the State has not terminated the lease as herein provided, or repaired by Tenant pursuant to the terms hereof has of this Lease. If the cost of performing such repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, or if Landlord's mortgagee or the lessor under a ground or underlying lease shall require that any insurance proceeds from a casualty loss be paid to it, Landlord may terminate this Lease if Landlord elects not elected to make the repairs itselfrebuild a building of substantially similar size and scope, Lessor shall diligently prosecute the repair of the leased premises andunless Tenant, in any event, if repairs are not completed within the period of thirty (30) days for destruction aggregating ten (10) percent or less after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten (10) percent, the State shall have the option insurance available to terminate this lease or complete the repairs itself, deducting the cost thereof from the rental due or to become due under this lease and any other lease between Lessor and StateLandlord for such purpose. d) In the event the State remains in possession of the premises though partially destroyed, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restrooms.