Common use of Destruction Clause in Contracts

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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. A. In the event that any portion more than a quarter of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's ’s sole cost and expense, in which event this Lease shall shall, subject to Section 16.D below, remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. , subject to Section 16.D below. B. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord or Tenant may, upon written notice to Tenantthe other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord a party does not give such notice in writing within such period, Landlord the parties shall be 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. . C. 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 shallmay, at Landlord's ’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. destruction. D. In the event that, pursuant to any of the foregoing provisions, Landlord is chooses 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 restorationrestoration (“Landlord’s Repair Notice”). If such period is longer than two hundred seventy ten (270210) days from the issuance date of a building permitthe damage, Tenant may, within thirty (30) days after receipt of Landlord's ’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 fault or neglect of Tenant or because of acts of God, acts of public Public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability ability 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 control of Landlord. Landlord's ’s obligation to repair or restore the Premises shall not include restoration of Tenant's ’s trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate this Lease and Landlord does not substantially complete the repair and restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in Landlord’s Repair Notice, which period shall be extended to the extent of any delays caused by Tenant, then Tenant may terminate this Lease by written notice to Landlord within thirty (30) days after the expiration of such period, as the same may be so extended. Additionally, if the Premises, or any part thereof, or any portion of the Building necessary for Tenant’s use of the Premises, are damaged or destroyed during the last twelve (12) months of the Term, or any extension thereof, Tenant may terminate this Lease by giving written notice thereof to Landlord within thirty (30) days after the date of the casualty, in which case this Lease shall terminate as of the later of the date of the casualty or the date of Tenant’s vacation of the Premises. E. In the event of damage to the Building or Project which does not effect the Premises but prevents Tenant from having access to or the use of the Premises (or a material portion thereof), Landlord will promptly repair such damage such that Tenant can have access to and use of the Premises, and during any period in which Tenant I so prevented from having access to or use of the Premises, Tenant will be afforded an abatement of Tenant’s rental obligation hereunder (prorated based upon the portion of the Premises which is so rendered unusable) in the manner described in Section I6.F below. However, if, pursuant to Landlord’s Repair Notice, the damage will take in excess of two hundred ten (210) days from the date of damage to repair, either party hereto may terminate this Lease by written notice to the other delivered within thirty (30) days after the date of delivery of Landlord’s Repair Notice. F. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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 ’s business thereon. Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, data and telecommunications cabling and equipment and to move in to the Premises over the course of one (1) full weekend (during which weekend Tenant shall be provided with the exclusive use of the Building’s freight elevator). Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 of the California Civil Code. In the event of law changes, any references to outdated laws shall refer to the closest replacement laws throughout this lease as determined by Landlord.

Destruction. In 13.01 If, during the event that Base Term of this Lease Agreement or any portion extension thereof, the Common Improvements is: (a) destroyed by fire or any other casualty whatsoever, 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 is covered by Lessor’s insurance but a mortgagee of Lessor or other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for restoration of the Premises are ----------- destroyed 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 damaged by an uninsured peril, Landlord or Tenant may, upon written notice rebuilding); then Lessor shall make its reasonable determination as to the other, given length of time to complete such repairs within thirty (30) days after of the occurrence casualty and shall notify Lessee of such damage same as provided herein. In the event restoration is reasonably estimated by Lessor to take more than one hundred twenty (120) days from the date of the destruction or destructioncasualty, elect or 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 have the right to terminate this Lease; providedLease Agreement. In the event that the Lease Agreement is terminated in accordance with the foregoing provisions, however, that either party may, Lessee shall surrender within thirty (30) days after receipt of notification the Common Improvements and interest therein, and Lessee shall pay rent only to the time 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 destruction or repair shall thereafter diligently proceed with such repairs and/or restorationcasualty. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more case of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage total or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 partial 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 Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of less than fifty percent (50%) 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 then replacement cost 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 PremisesCommon 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, Landlord shallthe Rent shall be abated for such dispossession or unavailability pro rata, at Landlord's expensebased 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, promptly rebuild repair, or restore replace any part of the Premises to their condition prior to personal property, furniture, equipment, fixtures, and other improvements which may have been placed by Lessee or other lessees within the BF Building or Common Improvements, unless 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 thereto 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 fault sole negligence or neglect willful act or omission or default hereunder of Tenant Lessor or because of acts of GodLessor’s agents, acts of public agenciesemployees, labor disputessubtenants, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractorsassignees, or delay of contractors independent contractors. Any insurance which may be carried by Lessor or subcontractors due Lessee for damage to such causesthe Demised Premises or to any personal property, or other contingencies beyond the control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to and related items therein shall be for the Premises. Unless this Lease is terminated pursuant to sole benefit of the foregoing provisions, this Lease shall remain in full force party carrying such insurance and effectunder its sole control; provided, however, that during any period Lessor shall carry insurance for the benefit of repairs or restoration, rent Lessor and all other amounts Lessee sufficient to be paid by Tenant on account cover the full replacement cost of the Premises shell of the Common Improvements and this Lease an amount equal to the initial tenant improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the BF Building or the Common Improvements be destroyed or damaged by fire or other casualty that is due to the direct negligence or willful or wanton conduct of Lessee or Lessee’s agents, employees, subtenants, assignees or independent contractors, Lessor may repair such damage, and there shall be abated in proportion to the area no apportionment or abatement 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 CodeRent.

Destruction. In 13.01 If, during the event that Base Term of this Lease Agreement or any portion extension thereof, the Common Improvements is: (a) destroyed by fire or any other casualty whatsoever, 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 is covered by Lessor’s insurance but a mortgagee of Lessor or other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for restoration of the Premises are ----------- destroyed 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 damaged by an uninsured peril, Landlord or Tenant may, upon written notice rebuilding); then Lessor shall make its reasonable determination as to the other, given length of time to complete such repairs within thirty (30) days after of the occurrence casualty and shall notify Lessee of such damage same as provided herein. In the event restoration is reasonably estimated by Lessor to take more than one hundred twenty (120) days from the date of the destruction or destructioncasualty, elect or 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 have the right to terminate this Lease; providedLease Agreement. In the event that the Lease Agreement is terminated in accordance with the foregoing provisions, however, that either party may, Lessee shall surrender within thirty (30) days after receipt of notification the Common Improvements and interest therein, and Lessee shall pay rent only to the time 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 destruction or repair shall thereafter diligently proceed with such repairs and/or restorationcasualty. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more case of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage total or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 partial 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 Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of less than fifty percent (50%) 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 then replacement cost 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 PremisesCommon 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, Landlord shallthe Rent shall be abated for such dispossession or unavailability pro rata, at Landlord's expensebased 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, promptly rebuild repair, or restore replace any part of the Premises to their condition prior to personal property, furniture, equipment, fixtures, and other improvements which may have been placed by Lessee or other lessees within the ▇▇▇▇ Building or Common Improvements, unless 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 thereto 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 fault sole negligence or neglect willful act or omission or default hereunder of Tenant Lessor or because of acts of GodLessor’s agents, acts of public agenciesemployees, labor disputessubtenants, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractorsassignees, or delay of contractors independent contractors. Any insurance which may be carried by Lessor or subcontractors due Lessee for damage to such causesthe Demised Premises or to any personal property, or other contingencies beyond the control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to and related items therein shall be for the Premises. Unless this Lease is terminated pursuant to sole benefit of the foregoing provisions, this Lease shall remain in full force party carrying such insurance and effectunder its sole control; provided, however, that during any period Lessor shall carry insurance for the benefit of repairs or restoration, rent Lessor and all other amounts Lessee sufficient to be paid by Tenant on account cover the full replacement cost of the Premises shell of the Common Improvements and this Lease an amount equal to the initial tenant improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the ▇▇▇▇ Building or the Common Improvements be destroyed or damaged by fire or other casualty that is due to the direct negligence or willful or wanton conduct of Lessee or Lessee’s agents, employees, subtenants, assignees or independent contractors, Lessor may repair such damage, and there shall be abated in proportion to the area no apportionment or abatement 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 CodeRent.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under Para▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇, at its option: (a) Rebuild or Tenant may, upon written notice restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33-1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement a reduction in rent while such repair is being made in proportion that the area 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 rendered untenantable by such damaged or destroyed from any insured peril bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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 by 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 (100%) of the rebuilding costs net of the deductible.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part form any cause, Landlord except for routine maintenance and repairs and incidental damage and destruction caused form vandalism and accidents for which Tenant is responsible for under Para▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, at its option: (a) Rebuild or Tenant may, upon written notice restore the Premises to the othercondition prior to the damage or destruction; or (b) Terminate this Lease, given (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding 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 restoration will exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after or if Landlord does not complete the occurrence of such damage rebuilding or destruction, provide Tenant with written notice of the time required for such repair or restoration. If such period is longer than two restoration within one hundred seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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 1/8 % 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.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or Tenant may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises are damaged to the extent of thirty-three and one third percent (33 1/3%) or more of the replacement cost, exclusive of footings, foundations and floor slabs). If Landlord does not give Tenant notice, in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two 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 seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, 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 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 ’s obligation to repair rebuild or restore shall be limited to the Premises 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 ’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; 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 provision of Section 1932, Subdivision 2 and 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. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restorationSection 24.1. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premisescause, Landlord may, upon written notice at its option: (a) Rebuild or restore the Premises to Tenant, given within thirty (30) days after their condition prior to the occurrence of such damage or destruction, elect to terminate or (b) Terminate this Lease. If Landlord does not give such Tenant notice in writing within such periodthirty (30) days from the destruction of the Premises 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 the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises Premises, including leasehold improvements installed by Landlord, to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area 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 Landlord does not complete the rebuilding or restoration within two hundred seventy (270) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving written notice to Landlord within fifteen (15) days after said 270-day period. Notwithstanding anything herein to the contrary, Landlord's ’s obligation to repair rebuild or restore shall be limited to the Premises 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 ’s trade fixtures, equipment, merchandise, 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 cancelled according to the provisions above. Section 24.2. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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 (and) Section 1933, Subdivision 4 of the California Civil Code. Section 24.3. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of thirty three and one-third percent (33-1/3%) or more of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. In the event the destruction of the Premises is caused by Tenant, Tenant shall pay the deductible portion of Landlord’s insurance proceeds.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to cause and the extent repair of fifty such damage will cost more than thirty-three percent (5033%) or more of the then replacement cost of the Premises, Landlord Lessor may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expenseoption, promptly (1) rebuild or restore the Premises to their condition prior to the damage or destruction or (2) terminate the Lease, subject to the terms and conditions of this Section 15. If the damage to the Premises will cost more than thirty-three percent (33%) of the replacement cost of the Premises and Landlord does not give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election either to rebuild and restore the Premises, 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 its condition prior to the damage or destruction. If Landlord does not complete the rebuilding and restoration within one hundred eighty (180) days following the date of destruction (it being understood that in no event shall the rebuilding and restoration be deemed complete unless and until the Premises are no longer Untenantable and the Common Areas functional for all purposes hereunder), then Tenant shall pay have the right to terminate this Lease by giving fifteen (15) days prior written notice to Landlord. Landlord’s obligation to rebuild or restore shall not include restoration of Tenant’s trade fixtures, equipment, merchandise, or any improvements, alterations, or additions made by Tenant to the Premises. In the event that the Premises are damaged or destroyed to the extent of less than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof, Landlord upon commencement of reconstruction at its expense, shall promptly rebuild or restore the amount of any deductible from Premises to its condition prior to the insurance policydamage or destruction, not unless Tenant exercises its right to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other casesterminate this Lease. In the event the Premises are damaged or destroyed in whole or in part from any insured peril cause, or, if any fire, earthquake, flood or other casualty or destruction of any kind or nature shall render the Premises completely or partially Untenantable for any period, then, provided that such casualty or destruction was not caused by the willful misconduct of Tenant, Rent shall be abated (in the proportion that the rentable portion of the Untenantable area of the Premises bears to the extent of less than fifty percent (50%) total rentable area of the then replacement cost Premises for the period during which the Premises are Untenantable) beginning on the date of such damage, destruction or casualty until, as applicable, termination of this Lease or thirty (30) days after the date on which the Premises (or such portion thereof) is no longer Untenantable and Landlord has given written notice to Tenant that the Premises are no longer Untenantable and a certificate of occupancy for the Premises, Landlord shallas restored following such damage, at Landlord's expensedestruction or casualty has been obtained (if such certificate is required by applicable law). The term “Untenantable,” when used with respect to the Premises, promptly rebuild or restore any portions thereof, shall mean that the Premises, or any portion thereof, is not reasonably capable of being used by Tenant for its intended purpose or that the continuance of Tenant’s business from the Premises to their condition prior to the is impractical as a consequence of a casualty, damage or destruction (as reasonably determined by Tenant). Within thirty (30) days following any damage, destruction or casualty, Landlord shall cause to be prepared and delivered to Tenant a written estimate of the date by which all restoration work necessitated by such casualty or destruction shall pay be completed (which estimate shall be prepared by an independent reputable contractor, registered architect or licensed professional engineer designated by Landlord, and reasonably approved by Tenant) (such estimate being herein called the “Restoration Completion Estimate”). If the Restoration Completion Estimate is a date later than the date that is one hundred eighty (180) days after the date of such casualty or destruction, or the such casualty or destruction occurs during the last one hundred twenty (120) days of the Term (as may have been extended by the Extension Term), then, provided that such damage, destruction or casualty was not the direct or indirect result of Tenant’s willful misconduct, Tenant may elect to terminate this Lease by providing Landlord upon commencement written notice no later than thirty (30) days following delivery of reconstruction the amount of any deductible from the insurance policyRestoration Completion Estimate to Tenant or, not to exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars damage, destruction or casualty occurring in the last one hundred twenty ($10,000.00120) in all other cases. In days of the event that, pursuant to Term (as may have been extended by the foregoing provisions, Landlord is to rebuild or restore the Premises, Landlord shallExtension Term), within thirty (30) days after the occurrence of such damage damage, destruction or destruction, provide casualty. Landlord and 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant to agree that the foregoing provisionsprovisions of this Section 16 are to govern their respective rights and obligations in the event of any damage, this Lease shall remain destruction or casualty and supersede and are in full force and effect; provided, however, that during any period lieu 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 any applicable law, statute, ordinance, rule, regulation, order or ruling now or hereafter in force which provide remedies for damage or destruction of Premises (including, without limitation, the provisions of California Civil Code Section 1932, Subdivision 2 Subsection 2, and Section 1933, Subdivision Subsection 4 and any successor statute or laws of the California Civil Codea similar nature).

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or Tenant may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of thirty-three and one third percent (33 1/3%) or more of the replacement cost, exclusive of footings, foundations and floor slabs). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two 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 seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, 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 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 country, Landlord's ’s obligation to repair rebuild or restore shall be limited to the Premises 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 ’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; 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 provision of Section 1932, Subdivision 2 and 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 then 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. BUILDING: 1098 Alta PROPERTY: 1-0001 UNIT: 1 LEASE ID: 0001-SONI01-01 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. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event neither party elects to terminate this Lease as provided in the foregoing sentence, then Landlord shall be deemed to have elected to restore or repair the Premises at Landlord's sole cost and expense, in which event this Lease shall remain in full force and effect and Landlord shall thereafter diligently proceed with such repairs and/or restoration. For purposes of this paragraph, the term "uninsured peril" shall not include a peril which would have been covered by Landlord if Landlord had carried the insurance required under the terms of this Lease. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%5011) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 24 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 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 casespo licy. 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 one hundred eighty (270180) 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. If the repairs or restoration are not completed within two hundred seventy (270) days after the date of the damage or destruction, Tenant may elect to terminate this 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 fault or neglect of Tenant or because of acts of God, acts of public agenciespublication, labor disputes, strikes, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Landlord and Tenant shall each have the right to terminate this Lease if (a) the damage to the Premises occurs at any time during the last eighteen (18) months of the Lease Term and (b) it is estimated that the necessary repairs will take more than sixty (60) days to complete from the date of the damage. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 25 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 Tena▇▇'▇ ▇usiness thereon. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 of the California Civil Code.

Destruction. In 22.1 Tenant shall give prompt notice to Landlord in case of any fire or other damage to the event that any portion Demised Premises or the building. If the Demised Premises shall be partially damaged by fire or other casualty insured under the Landlord's insurance policies, then upon Landlord's receipt of the insurance proceeds, Landlord shall, except as otherwise provided herein, promptly repair and restore the same (exclusive of Tenant's trade fixtures, decorations signs, improvements and contents) substantially to the condition thereof immediately prior to such damage or destruction limited, however the extent of the insurance proceeds actually received by Landlord; such repair and restoration to be (i) If both the Demised Premises and the Demised Premises shall be damaged to the extent of twenty five (25%) percent or more of the cost of replacement thereof; (ii) the Demised Premises or the building of which the Demised Premises are ----------- a par shall be destroyed or partially damaged as a result of a risk not insured by an uninsured perilLandlord; or (iii) the Demised Promises shall be damaged to the extent to twenty (20%) percent or more of the cost of replacement thereof during the last two (2) years of the Lease term (or any renewal term); or (iv) the building constituting the Demised Premises shall be damaged to the extent of fifty (50%) percent or more of the cost of replacement thereof whether or not the Demised Premises shall be damaged; or (v) if any individual retail space containing 20.000 or more square feet. if any. within the Demised Premises is damaged and such store or stores are not re-opened for business for a period of one hundred eighty (180) days after such damage or destruction, then or in any such event. Landlord may elect to repair the damage as aforesaid, or Tenant may, upon to cancel this Lease by written notice of cancellation given to Tenant within ninety (90) days after the otherdate of such occurrence, and thereupon this Lease shall cease and terminate with the same force and effect as though the time 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 Landlord. Upon the termination of this Lease, as addressed, Tenant's liability from the Minimum Guaranteed Rent and other charges reserved hereunder shall cease as of the date of such damage or destruction the Landlord shall make an equitable refund of any Minimum Guaranteed Rental and other charges paid by Tenant in advance and not earned. If there is a destruction, as set forth in subdivision (iii) or (v) of this Article. Tenant shall have a like option to terminate, but under subdivision (iii). Tenant shall give notice thereof before Landlord commences repair or restoration, and in any event such notice shall be given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. . 22.2 Unless this Lease is terminated pursuant to the foregoing provisionsby Landlord or Tenant as aforesaid, this Lease shall remain in full force and effect; providedeffect and the parties waive the provisions of law to the contrary, howeverand Tenant shall repair, restore or replace Tenants trade fixtures, decorations, improvements, signs and contents in the Demised Premises in a rammer and to at least a condition equal to that during any period existing prior to their damage or destruction and the proceeds of repairs or restoration, rent and all other amounts to be paid insurance carried by Tenant on account said property shall be held by Tenant for the purposes of said repairs, restoration or replacement. If by reason of such fire or other casualty the Demised Premises and this Lease is rendered wholly untenantable, the Minimum Guaranteed Rental shall be fully abated, or if only partially damaged, such Minimum Guaranteed Rental shall be abated in proportion proportionately as to the area that potion of the Demised Premises rendered not reasonably suitable for untenantable, the conduct Minimum Guaranteed Rental shall be totally abated, or if only partially damaged, such Minimum Guaranteed Rental shall be abated proportionally as to that portion of the Demised Premises rendered untenantable, in either event (unless Landlord shall elect to terminate this Lease, as aforesaid) until fifteen (15) days after notice by Landlord to Tenant that the Demised Premises have been substantially repaired or restored or until Tenant's business operations are restored in the entire Demised Premises, whichever shall occur sooner. Tenant shall continue the operation of Tenant's business thereonin the Demised Premises, whichever shall occur sooner. Tenant shall continue the operation of Tenant's business in the Demised Premises or any part thereof not so damaged during any such period to the extent reasonable practicable from the standpoint of prudent business management. 22.3 Tenant shall not be entitled to and hereby expressly waives the provisions of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 all claims against Landlord for any compensation or damage for loss or use of the California Civil Codewhole or any part of the Demised Premises and/or from any inconvenience or annoyance occasioned by any such damage, destruction, repair or restoration. 23.4 Despite anything contained in this Lease to the contrary, and without limiting the Landlord's right or remedies hereunder Landlord may, without obligation or liability to Tenant, terminate this Lease with thirty (30) days prior written notice to the Tenant and all Minimum Guaranteed Rental and other charges shall be adjusted as of, and Tenant shall vacate and surrender the Demised Premises on, such termination date: (a) If damage or destruction occurs to the Demised Premises or any part thereof by reason of any cause in respect of which there are no proceeds of insurance available to Landlord, or (b) If the proceeds of insurance are insufficient to pay Landlord for the costs of rebuilding or making fit for occupancy (including architectural fees) the Demised Premises or any part thereof (including the Demised Premises), or (c) If any mortgagee or other person or entity entitled to the proceeds of insurance does not consent to the payment to Landlord of such proceeds for such purpose, or (d) If in the Landlord's opinion any such damage or destruction is caused by any neglect, default, negligence, act or omission of Tenant, or those for whom Tenant is in lawfully responsible, or any other person entering upon the Demised Premises under express or implied invitation of Tenant. (e) Should Landlord elect to repair, reconstruct or rebuild the Demised Premises the Demised Premises or any parts thereof Landlord may use plans, specifications and working drawings other than those used in the original construction of the Demised Premises or any part thereof. (f) If all or part of the Demised Premises is destroyed or damaged as set forth in this Article, the Architect designated by Landlord shall determine the extent of such destruction or damage and provide Landlord with a certificate a testing to the condition of the Demised Premises and the Demised Premises the certificate of the Architect shall bind the parties as to: (g) The percentage of replacement cost of the Demised Premises or Demised Premises damaged or destroyed: and (h) Whether or not Demised Premises cannot be used by the Tenant for a period of one hundred eight (180) days or more after the occurrence of the damage of destruction.

Destruction. In the event that the Premises, the Building, the Parking Area or the Real Property are damaged or destroyed in whole or in part from any portion cause, Landlord may, at its option: 34.1 Rebuild or restore the Premises, the Parking Area and the Building, including, without limitation, any improvements made to the Building, at Landlord's expense, to their condition immediately prior to the damage or destruction; or 34.2 If the Premises is damaged to the extent of one-third (1/3rd) or more of the Premises are ----------- destroyed or damaged by an uninsured perilreplacement cost of the Building, Landlord or Tenant may, terminate this Lease upon written notice to the other, given Tenant. If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, except for any deductible which is the responsibility of Tenant, promptly to rebuild or restore the Premises Premises, the Building, the Parking Area and the Real Property to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's an equitable reduction in rent while such repair is being made in the case of earthquake proportion that such damage has interfered with or diminished Tenant's use 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 enjoyment of the Premises, the Building, the Parking Area, and the Real Property. If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding 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 restoration will exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after or if Landlord does not complete the occurrence of such damage rebuilding or destruction, provide Tenant with written notice of the time required for such repair or restoration. If such period is longer than two restoration within one hundred seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant), then Tenant or because of acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability shall have the right to obtain materials, supplies or fuels, acts of contractors or subcontractors, or delay of contractors or subcontractors due terminate this Lease by giving fifteen (15) days prior written notice to such causes, or other contingencies beyond the control of Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises Parking Area and other exterior improvements to the Real Property and 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 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; 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 thereonexcept as set forth above. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2 and 2, in Section 1933, Subdivision 4 of or the California Civil Code. Notwithstanding anything to the contrary in the Lease, Landlord shall not have the right to terminate the Lease if damage to or destruction of the Premises or the Building, or both, results from a casualty covered by insurance required to be carried by Landlord under the Lease. In the case of damage which is not required to be covered by insurance, Landlord shall not have the right to terminate the Lease if the damage (i) is relatively minor (e.g., repair or restoration would take fewer than ninety (90) days and (ii) would cost less than five percent (5%) of the replacement cost of the Building). Landlord shall notify Tenant within thirty (30) days following any damage to or destruction of the Premises (or the Building if such damage or destruction interferes with Tenant's use of the Premises) the length of time Landlord reasonably estimates to be necessary for repair or restoration.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured perilperil to the extent of five percent (5%) or more of the then replacement cost of the Premises, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 Tenant's Pro-Rata Share of 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 or by any uninsured peril to the extent of less than five percent (5%) 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 Tenant's Pro-Rata Share of 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 one hundred seventy eighty (270180) 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 terminateterminate as of the date of destruction. The period of time for Landlord to complete the repair or restoration shall 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 contractors or subcontractors due to such causes, or other contingencies beyond the control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% or more of the replacement cost, exclusive of footings, foundations and floor slabs). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two 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 seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 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 180 days. 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 Leased Premises. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises 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; 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 provision of Section 1932, Subdivision 2 and 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 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 the deductibles from any casualty policy Landlord carries pursuant to Paragraph 17 ("Property Insurance").

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin 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 Paragraph 7. Landlord or Tenant may, upon written notice at it option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild does not complete the rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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 have the right to terminate this Lease by giving fifteen (15) days prior written notice CD to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises 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 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; 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 2, in Section 1933, Subdivision 4 of the California Civil Code. In the event that the building in which the Promises are situated is damaged or destroyed to the extent of not less than 331/3% 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 subject however, to Tenant's right to cover 100% of the deficit amount necessary to cover 100% of said costs.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril 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) Rebuild or restore the Premises to their condition prior to the damage or destruction (providing that the Premises is damaged to the extent of fifty percent (50%) or more 33-1/3% of the then replacement cost of the Premisescost), Landlord may, upon written notice to Tenant, given within thirty or (30b) days after the occurrence of such damage or destruction, elect to terminate Terminate this Lease. If Landlord does not give such Tenant notice in writing within such periodthirty (30) days from the destruction of the Premises 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 the Premisesthem, in which event Landlord shallagrees, at its expense, except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eight ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril to the extent of fifty percent (50%) cause, except damage and destruction caused from vandalism or more of the then replacement cost of the Premisesaccident for which Tenant is responsible for under ▇▇▇▇▇▇▇▇▇ ▇▇, Landlord ▇▇▇▇▇▇▇▇ may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expense, promptly rebuild option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction destruction, or (b) Terminate this Lease, provided that (i) 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 Building is damaged or destroyed from any insured peril to the extent of less than fifty percent (50%) of the then replacement cost thereof (i) the damage is not covered by insurance, provided that Landlord shall not have the right to terminate the Lease if the damage is relatively minor; e.g., repair or restoration would take fewer than thirty (30) days or would cost less than ten percent (10%) of the replacement cost of the PremisesBuilding ("Base Amount"), Landlord shallunless Tenant agrees to pay the cost of repair in excess of the Base Amount, at and/or (ii) the damage occurs during the last twelve (12) months of the Lease Term, unless Tenant has exercised Tenant's extension option (or has not yet had the opportunity to exercise the option, in which event Tenant shall thereupon have the right to exercise such option within ten (10) days after the date of Landlord's expense, promptly rebuild or restore notice to Tenant). Landlord shall give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election to their condition prior either rebuild and restore them, or 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 casesterminate this Lease. In the event that, pursuant to the foregoing provisions, Landlord is agrees to rebuild or restore the Premises, Landlord shallshall do so promptly at its expense. Unless such damage is caused by Tenant or Tenant's agents, within thirty or employees, and Landlord does not receive compensation by way of rental interruption insurance therefore, Tenant shall be entitled to an abatement of rent to the extent of the interference with Tenant's use of the Premises occasioned thereby. If Landlord initially estimates that the rebuilding or restoration will exceed ninety (3090) days after or if Landlord does not complete the occurrence of such damage rebuilding 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 restoration within ninety (27090) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving ten (10) days prior written notice to Landlord. Notwithstanding anything herein in the contrary, Landlord's obligation to repair rebuild or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment (including telecommunications equipment, whether or not located within the Premises), merchandise, or any improvements, alterations 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 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; 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 any statutory rights of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 termination which may arise by reason of any partial or total destruction of the California Civil CodePremises. To the extent the damage or destruction of the Premises is caused by Tenant or Tenant's employees, agents or independent contractors, Tenant shall pay the deductible portion of Landlord's insurance proceeds.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part form any cause, except for routine maintenance and repairs and incidental damage and destruction caused form vandalism and accidents for which Tenant is responsible for under Paragraph 10, Landlord or Tenant may, upon written notice at its option: (A) Rebuild o▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ to the othercondition prior to the damage or destruction; or (B) Terminate this Lease, given (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding 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 restoration will exceed an amount equal to one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after or if Landlord does not complete the occurrence of such damage rebuilding or destruction, provide Tenant with written notice of the time required for such repair or restoration. If such period is longer than two restoration within one hundred seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant be limited to the Premises. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force building and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid interior improvements constructed 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.Landlord as they existed as

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril to the extent of fifty percent (50%) cause, except damage and destruction caused from vandalism or more of the then replacement cost of the Premisesaccident for which Tenant is responsible for under ▇▇▇▇▇▇▇▇▇ ▇▇, Landlord ▇▇▇▇▇▇▇▇ may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expense, promptly rebuild option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction and destruction, or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost or to any extent if the damage is not covered by insurance). Landlord shall give Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible notice in writing thirty (30) days from the insurance policydestruction of the Premises of its election to either rebuild and restore them, not or to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other casesterminate this Lease. 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 agrees to rebuild or restore the Premises, Landlord shall, shall do so promptly at its expense. Tenant shall be 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 initially estimates that the rebuilding or restoration will exceed 180 days or if Landlord does not complete the rebuilding or restoration within thirty one hundred eighty (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, firestires, 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving thirty (30) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises 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 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 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; 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 any statutory rights of termination which may arise by reason of any partial or total destruction of Premises. In the provisions event that the Building in which the Premises are situated is damaged or destroyed to the extent of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 not less than 33 1/3% of the California Civil Codereplacement costs thereof, Landlord may elect to terminate this Lease whether the Premises be injured or not. In the event the destruction of the Premises is caused by Tenant, Tenant shall pay the deductible portion of Landlord's insurance proceeds.

Destruction. In 13.01 If, during the event that initial term or renewal term of this Lease, the Common Improvements and/or Demised Premises are: (a) destroyed by fire or any portion other casualty whatsoever, 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 is covered by Lessor’s insurance but a mortgagee of Lessor or other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for restoration of the Demised Premises are ----------- destroyed and/or 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 damaged by an uninsured peril, Landlord or Tenant may, upon written notice rebuilding); then Lessor shall make its reasonable determination as to the other, given length of time to complete such repairs within thirty (30) days after of the occurrence casualty and shall notify Lessee of such damage same as provided herein. In the event restoration is reasonably estimated by Lessor to take more than three hundred (300) days from the date of the destruction or destructioncasualty, elect or in the event the above described destruction or casualty should occur within the last two (2) years of the Lease, then Lessor or Lessee shall have the right to terminate this Lease; providedLease Agreement. In the event that the Lease Agreement is terminated in accordance with the foregoing provisions, however, that either party may, Lessee shall surrender within thirty (30) days after receipt of notification the Demised Premises and Common Improvements and interest therein, and Lessee shall pay rent only to the time 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 destruction or repair shall thereafter diligently proceed with such repairs and/or restorationcasualty. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more case of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage total or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 partial 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 Demised Premises and/or Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of less than fifty percent (50%) 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 then replacement cost Demised Premises and/or 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 PremisesDemised Premises and/or 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, Landlord shallthe Rent shall be abated for such dispossession or unavailability pro rata, at Landlord's expensebased on the portion of the Demised Premises and/or 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, promptly rebuild repair, or restore 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 Demised Premises to their condition prior to or Common Improvements, unless 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 thereto 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 fault sole negligence or neglect willful act or omission or default hereunder of Tenant Lessor or because of acts of GodLessor’s agents, acts of public agenciesemployees, labor disputessubtenants, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractorsassignees, or delay of contractors independent contractors. Any insurance which may be carried by Lessor or subcontractors due Lessee for damage to such causesthe Demised Premises or to any personal property, or other contingencies beyond the control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to and related items therein shall be for the Premises. Unless this Lease is terminated pursuant to sole benefit of the foregoing provisions, this Lease shall remain in full force party carrying such insurance and effectunder its sole control; provided, however, that during any period Lessor shall carry insurance for the benefit of repairs or restoration, rent Lessor and all other amounts Lessee sufficient to be paid by Tenant on account cover the full replacement cost of the shell of the Demised Premises and this Lease an amount equal to the initial Tenant Improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the Demised Premises or the Common Improvements be destroyed or damaged by fire or other casualty that is due to the negligence or willful or wanton conduct of Lessee or Lessee’s agents, employees, subtenants, assignees or independent contractors, Lessor may repair such damage, and there shall be abated in proportion to the area no apportionment or abatement 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 CodeRent.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril cause, except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible for under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, at its option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction, or (b) Terminate this Lease (providing that the Premises is damaged to the extent of fifty percent (50%) or more 33 1/3% of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Leasecost). If Landlord does not give such Tenant notice in writing within such period(30) days from the destruction of the Premises 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 the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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. 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 100% of the rebuilding costs net of the deductible.

Destruction. In If the event Premises are rendered partially or totally untenantable by fire or other casualty, and if the damage is repairable within sixty (60) days from the date of the occurrence, then if insurance proceeds are available to pay the full cost of the repairs (less any deductible) Landlord shall repair the Premises with due diligence so long as at least the then-unexpired term of this Lease is at least one hundred eighty (180) days; otherwise Landlord may elect to terminate this Lease by written notice to Tenant. During the repair or construction of the Premises, the base rent shall be abated in the proportion that any the untenantable portion of the Premises are ----------- bears to the whole thereof, as determined by Landlord, for the period from the date of the casualty to the completion of the repairs, unless the casualty results from the negligence of Tenant or its officers, contractors, agents, invitees, guests or employees or Tenant’s breach of the terms of this Lease. If the Building is destroyed or damaged by an uninsured perilmaterially damaged, then regardless of whether the Premises are damaged, Landlord or Tenant may, upon may terminate this Lease by written notice to the other, given Tenant. Landlord shall advise Tenant of Landlord’s election to repair or terminate by giving notice to Tenant thereof within thirty (30) days after the occurrence of such the casualty. In the event of damage or destructionby casualty, elect to terminate this Lease; providedTenant shall, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's its sole cost and expense, in repair all damage to its own personal property and to all improvements which event this Lease shall remain in full force and effect, and the party having Tenant has made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant Landlord shall not be liable to Tenant for damages, compensation or other sums for inconvenience, loss of business or disruption arising from any repairs to or restoration of any portion of the Building or Premises. If Landlord elects to repair such damage to the foregoing provisionsPremises or the Building, this Lease shall remain in full force and effect; 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 such repair shall be abated in proportion commenced and completed as soon as reasonably possible, subject to delays resulting from circumstances beyond the area reasonable control 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 CodeLandlord.

Destruction. In the event that the Premises are destroyed in whole or in part from any portion cause, Landlord may, at its option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction, or (b) Terminate this Lease. Provided however, if less than twenty percent (20%) of the rentable square footage of the Premises are ----------- is destroyed or damaged, then Landlord shall be required to rebuild and restore. If twenty percent (20%) or more of the Premises is damaged by an uninsured perilor destroyed, and if Landlord or does not give Tenant may, upon written notice to the other, given in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises. If, in any event, Landlord shall, at Landlord's expense, promptly rebuild does not complete the rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 by not more than ninety (90) additional days for delays caused by the fault or neglect of Tenant or because of acts 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 dues to such causes, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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, 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; 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 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 terminate this Lease, whether the Premises be injured or not. In the event the destruction of the Premises is caused by Tenant, Tenant shall pay the deductible portion of Landlord's insurance proceeds.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days after receipt of such notice, elect to make any required repairs and/or restoration at such party's sole cost and expenseexpenses, in which event this Lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty ninety percent (5090%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expense, 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 ninety percent (5090%) 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 one hundred seventy eighty (270180) 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 fault or neglect of Tenant or because of acts of God, acts of public agenciespublication, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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.the

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) 30 days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, provided however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restorationrestorations. In the event that any portion of the Premises are destroyed or damaged or destroyed from any insured by an uninsured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shallevent, 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 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 fault or neglect of Tenant or because of acts of God, acts of public agenciespublication, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 NINETY (27090) days from the issuance of a building permit, WHICH TIME FOR RECEIPT OF A BUILDING PERMIT SHALL NOT EXCEED TWENTY (20) DAYS, 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. IF LANDLORD UNDERTAKES SUCH REPAIRS AND IS NOT COMPLETED WITHIN ONE HUNDRED TWENTY (120) DAYS, TENANT HAS THE RIGHT TO TERMINATE THE LEASE, UPON WRITTEN NOTICE TO LANDLORD. The period of time for Landlord to complete the repair or restoration shall be extended for delays caused by the fault or neglect of Tenant or because of acts of God, acts of public agenciespublication, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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. In Paragraph 21 is modified by the event that any portion of following: A. Except as provided in P▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ may not terminate the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event if the Premises are damaged or destroyed from any insured by a peril that is covered by the insurance carried by Landlord pursuant to the extent of fifty percent (50%) or more of the then replacement cost of the PremisesParagraph 12, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord but instead shall be 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 manner described by Paragraph 21. B. If the Premises are damaged by a peril covered by the insurance carried by Landlord pursuant to P▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall have the option to terminate the Lease if each of the following conditions is satisfied: (i) the cost to repair or destroyed from any insured peril to the extent of less than fifty damage exceeds thirty-three percent (5033%) 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. Notwithstanding the foregoing, if such damage occurs at a time when there is less than five (5) years remaining in the term of the Lease and Landlord shallnotifies Tenant of Landlord’s election to terminate the Lease pursuant to the provisions of this Paragraph 61B, at Landlord's expenseif Tenant has the right to extend the term of this Lease pursuant to either Paragraph 41 or 42 such that the remaining term of the Lease (including the option period) will be more than five (5) years following the date of such damage, promptly rebuild this Lease shall not terminate if Tenant notifies Landlord in writing of Tenant’s exercise of an option to extend granted to Tenant by either Paragraph 41 or 42. In such event, this Lease shall not terminate, the term shall be so extended, and Landlord shall restore the Premises in the manner provided in Paragraph 21. C. If the Premises are damaged by any peril, then as soon as reasonably practicable, Landlord shall furnish Tenant with the written opinion of Landlord’s architect or construction consultant as to their condition prior to when the damage or destruction and restoration work required of Landlord may be completed. Tenant shall pay have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Landlord upon commencement of reconstruction a written notice of election to terminate within seven (7) days after Tenant receives from Landlord the amount estimate of the time needed to complete such restoration: (1) The Premises are damaged by any deductible from the insurance policyperil and, not to exceed an amount equal to one month's rent in the case reasonable opinion of earthquake Landlord’s architect or construction consultant, the restoration of the Leased Premises cannot be substantially completed within 180 days after the date of such damage; or (2) The Premises are damaged by any peril within twelve (12) months of the last day of the Lease term and provided Tenant has not exercised an option to exceed Ten Thousand Dollars ($10,000.00) in all other cases. In the event that, renew pursuant to the foregoing provisionsprovisions of Paragraph 41 or 42, Landlord is to rebuild and, in the reasonable opinion of Landlord’s architect or restore construction consultant, the Premises, Landlord shall, restoration of the Leased Premises cannot be substantially completed within thirty sixty (3060) days after the occurrence date 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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 Codedamage.

Destruction. In Either party hereto shall have the right to terminate this Lease in the event that any portion of destruction of or damage to the Leased Premises which is so extensive as to make impractical Tenant's use and occupancy thereof for a period reasonably expected to be in excess of sixty (60) days or if more than 50% of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon space is reasonably expected to be unavailable for use for in excess of sixty (60) days. Such right of termination must be accomplished through written notice to the other, other party given within thirty (30) days after following the occurrence date of such damage destruction or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restorationdamage. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more such termination there shall be a proration of the then replacement cost rent called for herein and Landlord shall refund any excess previously paid by Tenant. Termination shall be effective, and rent shall be prorated as of the Premises, Landlord may, upon date on which written notice to Tenant, given within thirty (30) days after the 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 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 casestermination is given. In the event the Premises are damaged of any other destruction of or destroyed from any insured peril damage to the extent of less than fifty percent (50%) of the then replacement cost of the Leased Premises, or in the event neither party exercises the above mentioned right of termination, Landlord shall, at Landlord's expense, promptly rebuild or restore shall forthwith repair and reconstruct the Premises Leased Premises. During the period of damage and repair the rent required to their condition prior be paid thereunder shall be reduced proportionate to the damage or destruction and Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, area which Tenant is not able to exceed an amount equal to one month's rent in the case occupy because of earthquake said destruction until such time as said area has been repaired or reconstructed 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 given to Tenant that such space is available for such repair occupancy. Whether 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant as a result of destruction of or damage to the foregoing provisionsLeased Premises, this Lease all insurance proceeds realized under policies maintained by Landlord shall remain in full force be the sole and effect; provided, however, that during any period exclusive property of repairs or restoration, rent Landlord and all other amounts to be paid insurance proceeds from policies maintained by Tenant on account of the Premises and this Lease or Tenant's personal property shall be abated in proportion to the area of the Premises rendered not reasonably suitable for the conduct of solely 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's.

Destruction. In 15.1 If the Premises are damaged by fire or other casualty (a “Casualty”), Landlord shall, as soon as reasonably practicable but in any event that any within ninety (90) days after such Casualty, deliver to Tenant a good faith estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty. 15.2 If a material portion of the Premises are ----------- destroyed or is damaged by an uninsured perilCasualty such that Tenant is prevented from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Casualty and Landlord estimates that the damage caused thereby cannot be repaired within two hundred seventy (270) days after the commencement of repairs (the “Repair Period”), Landlord or then Tenant may, upon may terminate this Lease by delivering written notice to the other, given Landlord of its election to terminate within thirty (30) days after the occurrence of such damage or destruction, elect Damage Notice has been delivered to terminate this LeaseTenant; provided, however, that either party may, if such damage occurs within thirty twelve (3012) days after receipt months 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, the last day of the Term and the party having made such election time estimated to restore or substantially complete the repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 exceeds fifty percent (50%) of the then replacement cost of the Premisesremaining Term, Landlord shall, at Landlord's expense, promptly rebuild or restore the Premises to their condition prior to the damage or destruction and then Tenant shall pay may terminate this Lease by delivering written notice to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not its election 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, terminate within thirty (30) days after the occurrence Damage Notice has been delivered to Tenant . 15.3 If a Casualty damages the Premises or a material portion thereof and (a) Landlord estimates that the damage to the Premises cannot be repaired within the Repair Period, (b) the damage to the Premises exceeds fifty percent (50%) of the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, and such damage occurs during the last two (2) years of the Term, (c) regardless of the extent of damage to the Premises, the damage is not fully covered by Landlord’s insurance policies or destructionLandlord makes a good faith determination that restoring the Premises would be uneconomical, provide Tenant or (d) Landlord is required to pay any insurance proceeds arising out of the Casualty to any beneficiary or mortgagee with a lien on the Premises or Project, then Landlord may terminate this Lease by giving 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, its election to terminate within thirty (30) days after receipt of Landlord's notice, elect the Damage Notice has been delivered to Tenant. 15.4 If neither party elects to terminate this Lease following a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to repair the Lease by giving written notice Premises and shall proceed with reasonable diligence to restore the Premises to substantially the same condition as they existed immediately before such Casualty; however, Landlord of such election, whereupon the Lease shall immediately terminate. The period of time for Landlord not be required to complete the repair or restoration replace any alterations or betterments within the Premises (which shall be extended for delays caused promptly and with due diligence repaired and restored by the fault Tenant at Tenant’s sole cost and expense) or neglect any furniture, equipment, trade fixtures or personal property of Tenant or because of acts of Godothers in the Premises, 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 control of and Landlord. Landlord's ’s obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant be limited to the Premisesextent of the insurance proceeds actually received by Landlord for the Casualty in question. Unless If this Lease is terminated pursuant under the provisions of this Section 15, Landlord shall be entitled to the foregoing provisions, this Lease shall remain in full force and effect; provided, however, that during any period of repairs or restoration, rent and all other amounts to be paid by Tenant on account proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises and (and, if Tenant has failed to maintain insurance on such items as required by this Lease Lease, Tenant shall be abated in proportion pay Landlord an amount equal to the area proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease). 15.5 If the Premises are damaged by Casualty, Rent for the portion of the Premises rendered not reasonably suitable untenantable by the damage shall be equitably abated based on the nature and degree of the interference with Tenant’s use of the Premises from the date of damage until the completion of Landlord’s repairs (or until the date of termination of this Lease by Landlord or Tenant as provided above, as the case may be), unless Tenant or any of Tenant’s Parties negligently or willfully caused such damage, in which case, Tenant shall continue to pay Rent without abatement. 15.6 This Section 15 shall provide Tenant’s sole and exclusive remedy in the event of damage or destruction to the Premises, and Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and releases Tenant’s rights under California Civil Code Sections 1932(2), 1933(4), 1941 and 1942. No damages, compensation or claim shall be payable by Landlord for any inconvenience, any interruption or cessation of Tenant’s business, or any annoyance, arising from any damage to or destruction of all or any portion of the Premises, except for the conduct abatement of Tenant's business thereon. Tenant hereby expressly waives the provisions of rent provided in Section 1932, Subdivision 2 and Section 1933, Subdivision 4 of the California Civil Code15.5 above.

Destruction. In the event that any portion of If the Premises are ----------- destroyed or damaged by fire or other casualty, they shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless the Lease is terminated as provided in this Section; and during the period required for restoration, a just and proportionate part of Rent shall be abated until the Premises are repaired or rebuilt. If (i) the Premises are damaged to such an uninsured perilextent 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) the Premises are damaged or destroyed as a result of a risk which is not insured under the insurance policies required under the Lease, or (iii) the Premises are damaged or destroyed during the last eighteen (18) months of the Lease Term, or (iv) 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 judgment, be operated economically as an integral unit, then Landlord at its option may terminate this Lease by notice in writing to Tenant within sixty (60) days after the occurrence of the event triggering the right of termination. If the 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) substantially damaged during the last eighteen (18) months of the Lease Term, then Tenant may, upon written may elect to terminate this Lease by notice in writing to Landlord within the other, given within later of (x) thirty (30) days after the occurrence of such damage the event triggering the right of termination or destruction(y) in the case of (i) above, elect fifteen (15) days after Landlord’s notice to Tenant that repairs cannot be completed within one hundred eighty (180) days. Unless Landlord or Tenant elects to terminate this Lease; providedLease as provided above, however, that either party may, within thirty (30) days 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 the Lease shall will remain in full force and effect, and Landlord shall repair the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril damage at its expense to the extent required under the following paragraph and as expeditiously as possible under the circumstances. If Landlord should elect or be obligated pursuant to the preceding provisions of fifty percent (50%) this Section to repair or more rebuild because of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such any damage or destruction, elect 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 or with the proceeds of any Tenant Improvement Allowance. The cost of performing the repairs in excess of the Tenant Improvement Allowance shall be Tenant’s responsibility. If the cost of performing the repairs exceeds the actual proceeds of insurance paid or payable to Landlord on account of the 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 In no event shall Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild liable for any loss 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 sustained by Tenant shall pay to Landlord upon commencement by reason 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, casualties mentioned above 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 effect; 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 Codeaccidental casualty.

Destruction. In 13.01 If, during the event that initial term or renewal term of this Lease, the Common Improvements and/or Demised Premises are: (a) destroyed by fire or any portion other casualty whatsoever, 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 is covered by Lessor’s insurance but a mortgagee of Lessor or other party entitled to insurance proceeds fails to make such proceeds available to Lessor in an amount sufficient for restoration of the Demised Premises are ----------- destroyed and/or 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 damaged by an uninsured peril, Landlord or Tenant may, upon written notice rebuilding); then Lessor shall make its reasonable determination as to the other, given length of time to complete such repairs within thirty (30) days after of the occurrence casualty and shall notify Lessee of such damage same as provided herein. In the event restoration is reasonably estimated by Lessor to take more than one hundred twenty (120) days from the date of the destruction or destructioncasualty, elect or in the event the above described destruction or casualty should occur within the last two (2) years of the Lease, then Lessor or Lessee shall have the right to terminate this Lease; providedLease Agreement. In the event that the Lease Agreement is terminated in accordance with the foregoing provisions, however, that either party may, Lessee shall surrender within thirty (30) days after receipt of notification the Demised Premises and Common Improvements and interest therein, and Lessee shall pay rent only to the time 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 destruction or repair shall thereafter diligently proceed with such repairs and/or restorationcasualty. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more case of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage total or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 partial 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 Demised Premises and/or Common Improvements, Lessor shall re-enter and repossess the same or any part thereof for the purpose of less than fifty percent (50%) 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 then replacement cost Demised Premises and/or 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 PremisesDemised Premises and/or 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, Landlord shallthe Rent shall be abated for such dispossession or unavailability pro rata, at Landlord's expensebased on the portion of the Demised Premises and/or 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, promptly rebuild repair, or restore 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 Demised Premises to their condition prior to or Common Improvements, unless 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 thereto 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 fault sole negligence or neglect willful act or omission or default hereunder of Tenant Lessor or because of acts of GodLessor’s agents, acts of public agenciesemployees, labor disputessubtenants, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, supplies or fuels, acts of contractors or subcontractorsassignees, or delay of contractors independent contractors. Any insurance which may be carried by Lessor or subcontractors due Lessee for damage to such causesthe Demised Premises or to any personal property, or other contingencies beyond the control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to and related items therein shall be for the Premises. Unless this Lease is terminated pursuant to sole benefit of the foregoing provisions, this Lease shall remain in full force party carrying such insurance and effectunder its sole control; provided, however, that during any period Lessor shall carry insurance for the benefit of repairs or restoration, rent Lessor and all other amounts Lessee sufficient to be paid by Tenant on account cover the full replacement cost of the shell of the Demised Premises and this Lease an amount equal to the initial Tenant Improvements, and other improvements that Lessor shall have liability therefore under Article VII. Should the Demised Premises or the Common Improvements be destroyed or damaged by fire or other casualty that is due to the negligence or willful or wanton conduct of Lessee or Lessee’s agents, employees, subtenants, assignees or independent contractors, Lessor may repair such damage, and there shall be abated in proportion to the area no apportionment or abatement 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 CodeRent.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event neither parr~ ▇▇ects to terminate this Lease as provided in the foregoing sentence, then Landlord shall be deemed to have elected to restore or repair the Premises at Landlord's sole cost and expense, in which event this Lease shall remain in full force and effect and Landlord shall thereafter diligently proceed with such repairs and/or restoration. For purposes of this paragraph, the term "uninsured peril" shall not include a peril which would have been covered by Landlord if Landlord had carried the insurance required under the terms of this Lease. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%50~) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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%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 Landlord and Tenant with written notice shall each have the right to terminate this Lease if (a) the damage to the Premises occurs at any time during the last eighteen (18) months of the time required for such repair or restoration. If such period Lease Term and (b) it is longer estimated that the necessary repairs will take more than two hundred seventy sixty (27060) days to complete from the issuance date 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premisesdamage. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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. In Paragraph 21 is modified by the event that any portion of following: A. Except as provided in P▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ may not terminate the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event if the Premises are damaged or destroyed from any insured by a peril that is covered by the insurance carried by Landlord pursuant to the extent of fifty percent (50%) or more of the then replacement cost of the PremisesParagraph 12, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord but instead shall be 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 manner described by Paragraph 21. B. If the Premises are damaged by a peril covered by the insurance carried by Landlord pursuant to P▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall have the option to terminate the Lease if each of the following conditions is satisfied: (i) the cost to repair or destroyed from any insured peril to the extent of less than fifty damage exceeds thirty-three percent (5033%) 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. Notwithstanding the foregoing, if such damage occurs at a time when there is less than five (5) years remaining in the term of the Lease and Landlord shallnotifies Tenant of Landlord’s election to terminate the Lease pursuant to the provisions of this Paragraph 62B, at Landlord's expenseif Tenant has the right to extend the term of this Lease pursuant to either Paragraph 42 or 43 such that the remaining term of the Lease (including the option period) will be more than five (5) years following the date of such damage, promptly rebuild this Lease shall not terminate if Tenant notifies Landlord in writing of Tenant’s exercise of an option to extend granted to Tenant by either Paragraph 42 or 43. In such event, this Lease shall not terminate, the term shall be so extended, and Landlord shall restore the Premises to their condition prior to in the damage or destruction and manner provided in Paragraph 21. C. If the Premises are damaged by any peril, then as soon as reasonably practicable, Landlord shall furnish Tenant with the [Illegible] completed. Tenant shall pay have the option to terminate this Lease in the event any of the following occurs, which option may be exercised only by delivery to Landlord upon commencement of reconstruction a written notice of election to terminate within seven (7) days after Tenant receives from Landlord the amount estimate of the time needed to complete such restoration: (1) The Premises are damaged by any deductible from the insurance policyperil and, not to exceed an amount equal to one month's rent in the case reasonable opinion of earthquake Landlord’s architect or construction consultant, the restoration of the Leased Premises cannot be substantially completed within 180 days after the date of such damage; or (2) The Premises are damaged by any peril within twelve (12) months of the last day of the Lease term and provided Tenant has not exercised an option to exceed Ten Thousand Dollars ($10,000.00) in all other cases. In the event that, renew pursuant to the foregoing provisionsprovisions of Paragraph 42 or 43, Landlord is to rebuild and, in the reasonable opinion of Landlord’s architect or restore construction consultant, the Premises, Landlord shall, restoration of the Leased Premises cannot be substantially completed within thirty sixty (3060) days after the occurrence date 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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 Codedamage.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restorationSection 24.1. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premisescause, Landlord may, upon written notice at its option: (a) Rebuild or restore the Premises to Tenant, given within thirty (30) days after their condition prior to the occurrence of such damage or destruction, elect to terminate or (b) Terminate this Lease. If Landlord does not give such Tenant notice in writing within such periodthirty (30) days from the destruction of the Premises 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 the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises Premises, including leasehold improvements installed by Landlord, to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area 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 Landlord does not complete the rebuilding or restoration within two hundred seventy (270) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving written notice to Landlord within fifteen (15) days after said 270-day period. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises 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, 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 cancelled according to the provisions above. Section 24.2. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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 (and) Section 1933, Subdivision 4 of the California Civil Code. Section 24.3. In the event that the building in which the Premises are situated is damaged or destroyed to the extent of thirty three and one-third percent (33-1/3%) or more of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. In the event the destruction of the Premises is caused by Tenant, Tenant shall pay the deductible portion of Landlord's insurance proceeds.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% or more of the replacement cost, exclusive of footings, foundations and floor slabs). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two 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 seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 180 days. Landlord's 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 Leased Premises. Notwithstanding anything herein to the contrary, Landlords obligation to repair rebuild or restore shall be limited to the Premises 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 ’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; 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 provision of Section 1932, Subdivision 2 and 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 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 the deductibles from any casualty policy Landlord carries pursuant to Paragraph 17 (“Property Insurance”).

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 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 estimated time required for such repair or restoration. If such period is longer than two one hundred seventy eighty (270180) days from the issuance date of a building permitthe event causing such damage or destruction of the Premises, 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvementsimprovements (including the initial improvements installed pursuant to Exhibit "C"), 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 effect; 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. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or except for routing maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33-1/3% of the replacement cost) If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible for under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the other, given damage or destruction; or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Leases by giving fifteen (15) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore shall be limited to the Premises 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 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; 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 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.

Destruction. In the event that any portion of the Premises are ----------- Building is destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event that the Premises are Building is damaged or destroyed from any insured peril and there are insufficient insurance proceeds available to repair or restore the extent of fifty percent (50%) or more of the then replacement cost of the PremisesBuilding, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, Tenant may, within thirty (30) days after receipt of such termination notice and in its sole discretion, elect to pay for any shortfall in funding the required repairs and/or restoration, in which event Tenant shall furnish Landlord such shortfall funds prior to the commencement of such repairs and/or restoration, this Lease shall remain in full force and effect, and Landlord shall thereafter diligently proceed with such repairs and/or restoration. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the PremisesBuilding and the sitework outside the perimeter walls of the Building, if damaged, to the extent of insurance proceeds available to Landlord. Any shortfall in which event insurance proceeds available to Landlord shallto rebuild or restore the Building shall be borne by Tenant and be made available by Tenant to Landlord prior to commencement of such rebuilding or restoration. Upon Landlord's receipt of such insurance proceeds and shortfall funds, at its expenseif applicable, Landlord shall promptly rebuild or restore the Premises applicable Building and such sitework to their condition prior to the damage or destruction and destruction. Tenant also 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 Building is damaged or destroyed from any an insured peril peril, and if there are adequate insurance proceeds available to Landlord to rebuild or restore the extent of less than fifty percent (50%) of the Building, then replacement cost of the Premises, Landlord shall, at Landlord's expense, shall promptly rebuild or restore the Premises applicable Building and also repair the sitework outside of the perimeter walls of the Building, if damaged, to their condition prior to the such damage or destruction and destruction. In such event, Tenant shall pay to Landlord upon commencement of reconstruction 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 PremisesBuilding, Landlord shall, within thirty (30) days after the occurrence of such damage or destruction, provide Tenant with written notice of the estimated time required for such repair or restoration. If such period is longer than two one hundred seventy eighty (270180) days from the issuance date of a building permitthe event causing such damage or destruction of the Building, 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises a Building shall not include restoration of Tenant's trade fixtures, equipment, personal property or merchandise, 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 effect; provided, however, that during any period of repairs or restorationrestoration to the Building, 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. In the event the Expansion Project, or any portion thereof, is damaged or destroyed, Landlord shall have no obligation to repair, restore or rebuild the same and Tenant shall have no right to terminate this Lease as a result thereof If any portion of the Expansion Project is damaged or destroyed, Tenant shall have the right, during the Lease Term, to rebuild or restore the same provided Tenant complies with the terms of the penultimate paragraph of Section 2 of this Lease above as the same relates to the construction or installation of the Expansion Project. If Tenant does not elect to rebuild or restore the damaged or destroyed Expansion Project, or applicable portion thereof, Tenant shall, at its sole cost, remove all debris and rubble from the Total Project caused by the damage or destruction of the Expansion Project, or applicable portion thereof, and maintain the balance of the Expansion Project in safe condition and repair.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease. If Landlord does not give such notice in writing within such period, 18 Landlord shall be 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 subject to exceed one month's rent limitations set forth in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. Paragraph 8.C. 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 subject to exceed an amount equal to one month's rent limitations set forth in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other cases. Paragraph 8.C. 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 one hundred seventy eighty (270180) 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 fault or neglect of Tenant or because of acts of God, acts of public agenciespublication, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or but shall include restoration of any improvements, alterations or additions made by Tenant to the Premises, pursuant to Paragraph 13. Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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. If this Lease terminates pursuant to the provisions of this Paragraph 16, Tenant shall be entitled to receive that portion of the insurance proceeds attributable to the unamortized value of the improvements, alterations and additions to the Premises made and paid for by Tenant pursuant to Paragraph 13, which alterations, additions and improvements shall be amortized on a straight line basis over the initial Lease Term.

Destruction. In If the event that Leased Premises or the Building, at any portion time during the term, are damaged in whole or in part by fire, flood, tornado or by the elements, or by Act of God, or by the Premises are ----------- destroyed public enemy or damaged by an uninsured perilotherwise, Landlord or Tenant may, upon shall give prompt written notice to Landlord. If the otherLeased Premises or the Building are substantially damaged, given then this Lease and the Term, at the election of the Landlord, shall either terminate or if Landlord shall elect to rebuild and restore the Building, this Lease shall continue in full force and effect. Landlord agrees to notify Tenant of its election within thirty (30) days after the occurrence following Tenant's notice or Landlord's discovery of such damage. Upon its election to restore, if Landlord can not reasonably expect to complete restoration within ninety (90) days following the expiration of Landlord's thirty (30) day period to notify Tenant of its election to resolve, then Landlord shall so notify Tenant, and Tenant shall have the right to terminate this Lease. Base Rent, Additional Rent and other charges payable under the Lease shall be equitably abated during the period of Landlord's restoration or repair. If the Leased Premises or the Building are damaged but not substantially damaged, or if Landlord elects to restore the Building after substantial damage, Landlord shall repair the damage and restore the Leased Premises to substantially the same condition as existed immediately prior to the damage with reasonable dispatch but no such restoration or destructionrepair shall in any event be completed later than one hundred twenty (120) days following Tenant's notice or Landlord's discovery of damage. In the event Landlord is unable to complete said restoration or repair within said one hundred twenty (120) days Tenant shall have the right to terminate this Lease. However, Landlord's obligation to restore does not include restoring leasehold improvements or Tenant's fixtures, equipment and property. If Landlord gives Tenant a termination notice, this Lease and the Term shall terminate on the date specified in the termination notice, with the same effect as though that date were the scheduled Termination Date, and Base Rent, Additional Rent and other charges payable under this Lease shall be apportioned and paid up to the date of the damage, and any prepaid unearned rent or other charges shall forthwith be repaid by Landlord to Tenant. If Tenant gives Landlord a termination notice this Lease shall terminate on the date specified and any prepaid unearned rent or other charges, including without limitation the security deposit shall forthwith be repaid by Landlord. Notwithstanding anything to the contrary contained in this Section 14, in the event the Leased Premises is substantially damaged and Landlord should elect to terminate this Lease; providedLease as provided herein, howeverupon receipt of Landlord's written notice of its election to terminate, that either party mayTenant, within thirty fifteen (3015) days after following receipt of such noticenotice may, elect at its option, elect, by the giving of written notice to make any required repairs and/or restoration Landlord, to continue this Lease and rebuild the Leased Premises to substantially the same condition as existed immediately prior to the damage at such party's its sole cost and expenseexpense provided such repairs can be completed within ninety (90) days following Tenant's notice to Landlord of such election. A proportionate share of Base Rent, in which event and Additional Rent and other charges payable under the Lease shall be abated during the repair order period. Upon Landlord's receipt of Tenant's notice to continue this Lease Landlord's notice of termination shall remain in full force be deemed null and effect, void and Tenant shall be entitled to all insurance proceeds received or to be received by Landlord on account of such substantial damage. "Substantially damaged" for the party having made such election to restore or repair purposes of this Section shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril be defined as damage to the extent Building in excess of fifty percent (50%) of either the rentable floor area or more the Building's replacement cost. Notwithstanding the foregoing, if insurance proceeds recovered shall be insufficient to restore the Leased Premises in accordance with this Section, and Landlord elects to rebuild, then Landlord promptly shall notify Tenant of the then replacement cost estimated amount of the Premises, Landlord may, upon written notice to Tenant, given within thirty such insufficiency. Within fifteen (3015) days after receiving Landlord's written notice pursuant to the occurrence preceding sentence, Tenant will notify Landlord of Tenant's election either: (i) to pay such damage or destruction, elect insufficiency to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be deemed to have elected to rebuild or restore the PremisesLandlord, in which event case, Landlord shallwill rebuild; or (ii) not to pay such insufficiency, at its expensein which case, promptly unless Landlord elects to rebuild or restore notwithstanding the Premises to their condition prior to insufficiency, this Lease will terminate as of the date on which the damage or destruction occurred, and rent and other charges will be apportioned and paid to that termination date, and any prepaid unearned rent and other charges and security deposit will be repaid to Tenant. Tenant shall pay be entitled to Landlord upon commencement an abatement of reconstruction rent for the amount of any deductible from period during which 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 Leased Premises are damaged or destroyed from any insured peril to rendered untenantable for the extent of less than fifty percent (50%) Permitted Use. If only a part of the then replacement cost of Building is rendered untenantable for the PremisesPermitted Use, the rent shall be reduced proportionately. If the Building is so damaged that it is necessary in Landlord's sole discretion, to demolish the Building for restoration or reconstruction, Landlord shallmay demolish the Building, 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 in which case 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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 as though 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 CodeBuilding were substantially damaged.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin part from any cause, Landlord or except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost); (b) Terminate this Lease If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible from the insurance policy, not to exceed one month's a reduction in rent while such repair is being made in the case proportion that the area 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 rendered untenantable by such damage bears to the extent of less than fifty percent (50%) of the then replacement cost total area of the Premises, . If Landlord shall, at Landlord's expense, promptly rebuild initially estimates that the rebuilding or restore restoration will exceed 180 days or if Landlord does not complete the Premises to their condition prior to the damage rebuilding 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 restoration within one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars hundred eighty ($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 (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts act 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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 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; 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 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. 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.

Destruction. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril to the extent of fifty percent (50%) cause, except damage and destruction caused from vandalism or more of the then replacement cost of the Premisesaccident for which Tenant is responsible for under ▇▇▇▇▇▇▇▇▇ ▇▇, Landlord ▇▇▇▇▇▇▇▇ may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premises, in which event Landlord shall, at its expense, promptly rebuild option: (a) Rebuild or restore the Premises to their condition prior to the damage or destruction and destruction, or (b) Terminate this Lease, provided that the Premises is damaged to the extent of thirty-three (33%) of the replacement cost thereof or to any extent if (i) the damage is not covered by insurance, and/or (ii) the damage occurs during the last twelve (12) months of the Lease Term. Landlord shall give Tenant shall pay to Landlord upon commencement of reconstruction the amount of any deductible notice in writing within thirty (30) days from the insurance policydestruction of the Premises of its election to either rebuild and restore them, not or to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other casesterminate this Lease. 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 agrees to rebuild or restore the Premises, Landlord shallshall do so promptly at its expense. Unless such damage is caused by Tenant or Tenant's agents, employees or contractors, Tenant shall be 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 initially estimates that the rebuilding or restoration will exceed 180 days or if Landlord does not complete the rebuilding or restoration within thirty one hundred eighty (30180) days after following the occurrence date of destruction (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 fault or neglect of Tenant or because of acts 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, causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving thirty (30) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord's obligation to repair rebuild or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, (including telecommunication equipment, whether or not located within the Premises), merchandise, or any improvements, alterations 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 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; 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 any statutory rights of Section 1932, Subdivision 2 and Section 1933, Subdivision 4 termination which may arise by reason of any partial or total destruction of the California Civil CodePremises. In the event the damage or destruction of the Premises is caused by Tenant or Tenant's employees, agents or independent contractors, Tenant shall pay the deductible portion of Landlord’s insurance proceeds.

Destruction. In the event that any portion of the Premises are ----------- destroyed in whole or damaged by an uninsured perilin 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 Paragraph Landlord or Tenant may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) TERMINATE THIS LEASE. (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expense, except for any deductible, which is the responsibility of Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in a proportion that the area of the time required for Premises rendered untenable a such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two Landlord does not complete the rebuilding or restoration within one hundred seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord. Landlord's obligation ), then Tenant shall have the right to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless terminate this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect; 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.giving fifteen

Destruction. In the event that any portion of the Premises premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 lease shall remain in full force and effect, and the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty Twenty (3020) days after the occurrence of such damage or destruction, elect to terminate this Leaselease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 policy applicable to exceed one month's rent in the case of earthquake and not to exceed Ten Thousand Dollars ($10,000.00) in all other casesPremises. 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 Twenty (3020) 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 One Hundred Twenty (270120) 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 lease by giving written notice to Landlord of such election, whereupon the Lease lease shall immediately terminate. The period of time for Landlord to complete the repair or restoration shall 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, 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, 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 effect; 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. In the event that any portion of the Premises are ----------- destroyed or damaged by an uninsured peril, Landlord or Tenant may, upon written notice to the other, given within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged destroyed in whole or destroyed in part from any insured peril cause, Landlord may, at its option: (a) Rebuild or restore the Premises to the condition prior to the damage or destruction as provided for herein, or (b) Terminate this Lease if either (i) the Premises is damaged to the extent of fifty percent (50%) or more of the then replacement cost cost, exclusive of footings, foundations and floor slabs or (ii) in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent (100%) of the Premisesrebuilding costs. However, in such event of Landlord’s election to terminate for a Shortfall, Tenant shall have the right to elect to pay to Landlord may, upon 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 Tenant, given terminate the Lease as provided in this section (ii) and agrees to fund the Shortfall by making payment to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to terminate this Leasereceipt of Landlord’s invoice for said Shortfall. If Landlord does not give such Tenant notice in writing within such periodthirty (30) days from the destruction of the Premises 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 the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destructiondestruction (provided (i) said areas so damaged cannot be used by Tenant and (ii) Tenant is not using any portion of such damaged area, provide Tenant with written notice while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises). If such period is longer than Landlord initially estimates that the rebuilding or restoration will exceed two hundred seventy (270200) days from following the issuance date of a building permit, Tenant may, within thirty destruction (30“Estimated Repair Period”) days after receipt of Landlord's notice, elect (such Estimated Repair Period 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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord) (the “Allowed Restoration Period”), and provided that the damage or destruction was not caused from maintenance and/or repairs by Tenant or damage or destruction caused by vandalism and accidents for which any or all of the Tenant Related Parties are responsible, Tenant shall have the right to terminate this Lease by giving written notice to Landlord of its election to terminate within ten (10) business days following receipt of Landlord’s notice to Tenant. In the event Tenant does not timely deliver such notice to Landlord's , Tenant shall not have a further right to terminate the Lease. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair rebuild or restore shall be limited to the Premises Building and Landlord’s Interior Improvements constructed by Landlord as they existed under the Construction Agreement and shall not include restoration of Tenant's ’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; 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 provision of Section 1932, Subdivision 2 and 2, in Section 1933, Subdivision 4 of the California Civil Code. Multi Tenant/Single Parcel Page 28 of 55 Initial: /S/ JA; RP; VP In any 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 replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not. If Landlord elects to terminate the Lease early due to destruction as provided herein and Tenant is not responsible in part or in whole for said damage, Tenant shall not be liable for the insurance deductible as it relates to the Premises; however (i) if Landlord does not elect to terminate and/or (ii) if Tenant elects to terminate and/or is responsible in part or in whole for said damage, Tenant shall remain liable for payment of the insurance deductible as it relates to the Premises.

Destruction. In Should the event that Building, Premises or any portion of the Premises are ----------- destroyed or material to Tenant’s use of the Premises be so damaged by an uninsured perilfire or other cause that rebuilding or repairs cannot, in the opinion of L▇▇▇▇▇▇▇’s architect (the “Opinion”), be completed within one hundred eighty (180) days from the date of the fire, or other cause of damage, then either Landlord or or, if the casualty is not the fault of Tenant, Tenant may, upon may terminate this Lease by written notice to the otherother given within fifteen (15) days of receipt of notice of the Opinion, given in which event Rent shall be abated from the date of such damage or destruction. However, if the damage or destruction is such that rebuilding or repairs can be completed within one hundred eighty (180) days, Landlord covenants and agrees, subject to the provisions of this paragraph, to make such repairs with reasonable promptness and dispatch and, if the casualty is not the fault of Tenant, to allow Tenant an abatement in the Rent for such time as the Premises are untenantable or proportionately for such portion of the Premises as shall be untenantable, and Tenant covenants and agrees that the terms of this Lease shall not be otherwise affected. Repairs and restoration to base Building improvements required by this Lease to be furnished by Landlord at its expense shall be made at Landlord’s expense. Such repairs and restoration relating to Tenant’s initial leasehold improvements or improvements otherwise made by or for Tenant shall be made at Tenant’s expense in accordance with plans and specifications approved by Landlord and Tenant. In no event shall Landlord be required to repair or replace any trade fixtures, furniture, equipment or other property belonging to Tenant; nor shall Landlord have any obligation to incur any cost to repair, reconstruct or restore the Premises or the Building in excess of insurance proceeds from the casualty necessitating such work that are made available to Landlord and under its sole control. Notwithstanding anything to the contrary, either party may terminate this Lease in the event that Landlord maintained all casualty insurance in full compliance with the requirements of this Lease, the insurance proceeds made available to Landlord are insufficient to repair, reconstruct or restore the Premises or the Building in accordance with the terms hereof and Landlord does not intend to repair or restore the Premises as a result, by giving written notice to the other within thirty (30) days after following the occurrence date of Tenant receiving notice of such damage or destructiondetermination by Landlord. Notwithstanding anything to the contrary, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 if the party having made such election to restore or repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are Building is substantially damaged or destroyed from by Casualty at any insured peril to time during the extent of fifty percent (50%) or more last year of the Lease Term, and Landlord elects not to rebuild and restore the leasehold improvements in the Premises for Tenant, then replacement cost of the Premises, Landlord may, may terminate this Lease upon written notice to Tenant, given Tenant within thirty sixty (3060) days after the occurrence of damage date provided that if Landlord exercises such damage or destruction, elect election to terminate this Lease. If Landlord does not give such notice in writing within such period, Landlord shall be 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 has any unexercised option to Landlord upon commencement extend the Lease Term, then Tenant may nullify Landlord’s asserted termination of reconstruction this Lease by exercising Tenant’s right to extend the amount of any deductible from Lease Term, for 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, Renewal Term within thirty (30) days after receipt of Landlord's notice’s notice of termination. Also, elect notwithstanding anything in this Article 22 to terminate the contrary, if either the Premises is damaged or destroyed by casualty, or if any portion of the Building or Building other than the Premises (including the Parking Facility) is damaged or destroyed by casualty so that Tenant’s use or enjoyment of or access to the Premises, the Building or access to and the use of the Parking Facility is adversely affected, and such casualty occurs during the last year of the Lease by giving written Term, Tenant may terminate this Lease upon notice to Landlord within sixty (60) days after the damage date, provided that Tenant reasonably determines that the continuation 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 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 control of Landlord. Landlord's obligation to repair or restore the Premises shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises. Unless this Lease is terminated pursuant impracticable giving due consideration to the foregoing provisions, this Lease shall Term which would remain in full force and effect; provided, however, that during any period of repairs or after 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. In the event that any portion of the Premises are destroyed in whole or in ----------- destroyed or damaged by an uninsured perilpart from any cause, Landlord or except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible under ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ may, upon written notice at its option: (a) Rebuild or restore the Premises to their condition prior to the otherdamage or destruction, given or (b) Terminate this Lease (providing that the Premises is damaged to the extent of 33 1/3% of the replacement cost). If Landlord does not give Tenant notice in writing within thirty (30) days after from the occurrence destruction of such damage the Premises of its election to either rebuild and restore them, or destruction, elect to terminate this Lease; provided, however, that either party may, within thirty (30) days 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 repair shall thereafter diligently proceed with such repairs and/or restoration. In the event the Premises are damaged or destroyed from any insured peril to the extent of fifty percent (50%) or more of the then replacement cost of the Premises, Landlord may, upon written notice to Tenant, given within thirty (30) days after the 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 deemed to have elected to rebuild or restore the Premisesthem, in which event Landlord shallagrees, at its expenseexpense except for any deductible, which is the responsibility of the Tenant, promptly to rebuild or restore the Premises to their condition prior to the damage or destruction and destruction. Tenant shall pay be entitled to Landlord upon commencement of reconstruction the amount of any deductible a reduction in Rent 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 date of such damage or destruction, provide provided Tenant with written notice is not using any portion of such damaged area, while such repair is being made in the proportion that the area of the time required for Premises rendered untenantable by such repair or restorationdamage bears to the total area of the Premises. If such period is longer than two 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 seventy eighty (270180) days from following the issuance date of a building permit, Tenant may, within thirty destruction (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 fault or neglect of Tenant or because of acts Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoesembargos, 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, causes or other contingencies beyond the control of Landlord), then Tenant shall 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 repair rebuild or restore shall be limited to the Premises 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; 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 provision of Section 1932, Subdivision 2 and 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 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.