Common use of Damage or Destruction Clause in Contracts

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

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

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

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

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

Damage or Destruction. If, Section 11.01 If at any time during the Term of this AgreementLease Term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any of the Tenant’s and its invitees activities thereon, Demised Properties or any part thereof shall be damaged or destroyed by fire or other casualty of any kind or nature, Tenant shall promptly apply for all permits required by applicable Law, but in any event not later than sixty (60) days after the first date of such damage or destruction, and, upon issuance of such permits, thereafter diligently proceed to repair, replace or rebuild such Demised Property as nearly as possible to its condition and character immediately prior to such damage, with such variations and Alterations requested by Landlord as may be permitted under (and subject to the provisions of) Article 6 (the “Restoration Work”). Section 11.02 All property and casualty insurance proceeds payable to Landlord or Tenant (except (a) insurance proceeds payable to Tenant on account of the Tenant Equipment or Tenant’s inventory; and (b) insurance proceeds payable from property or comprehensive general public liability insurance, or any other insurance) at any time as a result of casualty to the Demised Properties shall be paid jointly to Landlord and Tenant for purposes of payment for the cost of the Restoration Work, except as may be otherwise expressly set forth herein. Landlord and Tenant shall cooperate in order to obtain the largest possible insurance award lawfully obtainable and shall execute any and all consents and other instruments and take all other actions necessary or desirable in order to effectuate same and to cause such proceeds to be paid as hereinbefore provided. The proceeds of any such insurance in the case of loss shall, to the extent necessary, be used first for the Restoration Work (including if completed by Landlord or a third party after any substitution of the applicable Demised Property pursuant to Article 31) with the balance, if any, paid to Tenant (provided, however, that if an Event of Default is continuing, the balance, if any, shall be paid to Landlord). If insurance proceeds as a result of a casualty to the relevant Demised Property are insufficient to complete the Restoration Work necessary by reason of such casualty, then Landlord Tenant shall be entitled responsible for the payment of such amounts necessary to retain all insurance proceeds payable complete such Restoration Work. Section 11.03 Subject to the terms hereof, this Lease shall not be affected in any manner by reason of the total or partial destruction to any Demised Property or any part thereof, and with respect Tenant, notwithstanding any applicable Law, present or future, waives all rights to quit or surrender any Demised Property or any portion thereof because of the total or partial destruction of any Demised Property (prior to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term expiration of this Agreement pursuant to Section 2.2 or if Tenant has Lease). Without limiting the foregoing, no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant Rent shall ▇▇▇▇▇. The abatement ▇ as a result of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render (a) If the Premises unsuitable for the continued conduct or any portion of the Common Areas of the Center necessary for Tenant’s use and its invitees activities thereon, shall be occupancy of the Premises is damaged or destroyed in whole or in any substantial part during the period from the Rent Commencement Date through the remaining term of this Lease, Landlord shall obtain from Landlord’s architect, as soon as practicable (and in all events within forty-five (45) days following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises and Common Areas (if applicable) can reasonably be expected to be completed to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment and (ii) the architect’s reasonable, good faith opinion as to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the “Architect’s Estimate”). If the damage or destruction materially impairs Tenant’s ability to conduct its business operations in the Premises, and if either (A) the estimated repair time specified in the Architect’s Estimate exceeds six (6) months (or, in the case of an occurrence during the final year of the term of this Lease, sixty (60) days), or (B) the Architect’s Estimate states that repair and restoration of the affected areas to the extent necessary to enable Tenant to resume its full business operations in the Premises without material impairment will not be permitted under applicable governmental laws, regulations and building codes then in effect, then in either such event either Landlord or Tenant may terminate this Lease as of the date of the occurrence by fire giving written notice to the other party within thirty (30) days after the damage has occurred or fifteen (15) days after delivery of the Architect’s Estimate, whichever is later; provided, however, that if Landlord elects to terminate this Lease under clause (A) of this sentence on the basis of an Architect’s Estimate showing an estimated repair time of more than sixty (60) days but not more than six (6) months with respect to a casualty occurring during the final year of the initial term or first extended term (if applicable) of this Lease but occurring prior to a valid exercise by Tenant of its option to extend the then-current term of this Lease, and if Tenant, within ten (10) days after receipt of written notice of Landlord’s election to terminate, validly exercises in writing any then-exercisable option of Tenant to extend the term of this Lease under Section 2.6 above, then Landlord’s election to terminate shall be void and of no force or effect and the rights and obligations of the parties shall be determined under this Article 13 without regard to such purported termination by Landlord. In addition, Landlord shall have a similar termination right if the damage or destruction arises from a risk that is not required to be insured against (and is not actually insured against) by Landlord under this Lease and if Landlord’s architect reasonably estimates that the uninsured cost to restore the portions of the Premises for which Landlord is responsible to the condition required above would exceed five percent (5%) of the then applicable replacement cost of the entire Premises, unless Tenant agrees in writing, within ten (10) days after being notified of Landlord’s exercise of its termination right, to bear the restoration costs in excess of such five percent (5%) limit and, if reasonably requested by Landlord, agrees to provide security in an amount and on terms reasonably satisfactory to Landlord for Tenant’s performance of such payment obligation. If the circumstances creating a termination right under the preceding two sentences do not exist, or if such circumstances exist but neither party timely exercises any applicable termination right, then this Lease shall remain in full force and effect and (1) Landlord, as to the Common Areas of the Center, as to the Premises as they existed prior to any construction or installation of Tenant Improvements or other casualtyfixtures or personal property by Tenant, and as to all Tenant Improvements constructed by Landlord pursuant to this Lease and the Workletter, and (2) Tenant, as to all Tenant Improvements (if any) constructed by Tenant pursuant to this Lease and the Workletter and as to all other alterations, additions, improvements, fixtures and personal property constructed or installed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Premises and Center to a condition comparable to that existing immediately prior to the occurrence; provided, however, that Tenant in its discretion may elect not to repair, restore or replace any or all of the items which would otherwise be Tenant’s responsibility under clause (2) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance. (b) If this Lease is terminated pursuant to the foregoing provisions of this Section 13.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 10.1(c), (d) and/or (e), Landlord and Tenant agree (and any Lender shall be entitled asked to retain all agree) that such insurance proceeds payable by reason shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of and the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (c) From and after the date of an occurrence resulting in damage to or destruction to of the Premises or of Common Areas necessary for Tenant’s use and Landlord shall rebuild or reconstruct occupancy of the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesPremises, and Landlord’s obligation is limited continuing until repair and restoration thereof are completed to the extent necessary to enable Tenant to resume operation of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore its business in the Premises without substantial impairment, there shall not begin until receipt be an equitable abatement of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair minimum rental and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employeesOperating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired. (d) Each party expressly waives the provisions of California Civil Code Sections 1932(2), contractors, agents 1933(4) and any other applicable existing or invitees, (v) Landlord shall have no obligation future law to restore the damage or destruction (or to complete any restoration) during extent the last year of same would permit the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term termination of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Lease in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage to or damage for loss of use destruction of the whole or any part leased property, it being the intention of the Premises and/or for any inconvenience or annoyance occasioned parties that their respective rights in such circumstances shall be governed solely by any casualty and any resulting damage, destruction, repair, or restorationthe provisions of this Article 13.

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

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction. In the event that, in Landlord’s reasonable judgment, such repair and restoration cannot be completed within one hundred eighty (180) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance Table of Contents company involved, removal of debris, preparation of plans and issuance of all required governmental permits), Landlord shall either (a) terminate this Lease by giving written notice of termination within forty-five (45) days after the continued conduct occurrence of such damage or destruction or (b) deliver written notice to the Tenant of the Landlord’s determination that the repair or restoration cannot be completed within 180 days following the occurrence of such damage or destruction. In the event that the Landlord should deliver the notice to the Tenant referenced in subsection (b) above, Tenant shall have a period of fifteen (15) days from its receipt of such notice to elect to terminate this Lease by giving written notice of such election to the Landlord; provided however, that Tenant shall not be permitted to exercise its termination right if the damage or destruction was caused by the gross negligence or willful misconduct of the Tenant or any of the Tenant’s Agents. If this Lease is terminated pursuant to the terms, conditions and its invitees activities thereonprovisions of this Section 17.1, then Base Rent and Tenant’s Proportionate Share of Operating Charges and Real Estate Taxes shall be damaged apportioned (based on the portion of the Premises which is usable or destroyed by fire used after such damage or other casualty, then destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain all any insurance proceeds payable received by reason Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and with respect restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any of Tenant’s Agent, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds to which the Landlord is entitled in accordance with the terms, conditions, and provisions of this Lease when received from Tenant’s insurance carrier, any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Building; provided, however, that (i) if such damage or destruction was caused by the casualty must be insured under Landlord's insurance policiesgross negligence or willful misconduct of Tenant or any of Tenant’s Agents, and then Tenant shall pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (ii) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received by Landlordwith respect thereto, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) LandlordLandlord shall not be required to repair or restore any tenant improvements installed in the Premises, any Alterations or any other contents of the Premises (including Tenant’s lender(strade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding the terms, conditions or provisions of this Lease to the contrary, Landlord shall have the right to terminate this Lease if (1) must permit insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by Section 13.3), (2) the holder of any Mortgage fails or refuses to make such insurance proceeds to be used available for such repair and restoration, (iv3) Landlord shall have no obligation to zoning or other applicable Laws or regulations do not permit such repair and restore any personal property on the Premises belonging to Tenant restoration, or any of Tenant’s employees, contractors, agents or invitees, (v4) Landlord shall have no obligation to restore the damage or destruction to the Building exceeds thirty-five percent (or to complete any restoration35%) during the last year of the Term or replacement value of any Option Period if Tenant has delivered notice the Building. 17.2 In the event that it is not renewing this Lease shall be terminated in accordance with the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementterms, conditions, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as provisions of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of Section 17.1 above, this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent Lease shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty no further force and any resulting damage, destruction, repair, or restorationeffect.

Damage or Destruction. If(a) If the Premises or any portion thereof are destroyed by storm, during fire, lightning, earthquake or other casualty (collectively, "Casualty"), Tenant shall immediately notify Landlord. In the Term event more than twenty percent (20%) of the useable area of the Premises is rendered untenantable as a result of the Casualty, or in the event that it will not be possible for Tenant to fully repair and restore the Premises prior to the expiration of the term of this AgreementLease, Tenant shall have the entire Parking Facility right within thirty (30) days following the Casualty, to terminate this Lease, in which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or assigned to Landlord, and all rent and other sums payable by Tenant hereunder shall be accounted for as between Landlord and Tenant as of the effective date of termination. Tenant shall execute and deliver such portion thereof further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. In the event Tenant is not permitted to terminate this Lease as a result of the Casualty, or elects not to terminate this Lease within such 30-day period, then Tenant shall render be entitled to receive all insurance proceeds paid or payable as a result of the Casualty (to the extent necessary for restoration), and Tenant shall promptly restore the Premises unsuitable for to the continued conduct condition it was in immediately prior to the Casualty or to such other condition as may be approved by Landlord, regardless of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then amount of such insurance proceeds payable as a result of the Casualty. Landlord shall be entitled to retain all receive any insurance proceeds paid or payable by reason in excess of and with respect the amount necessary to restore the Premises to the damage or destruction condition existing immediately prior to the Effective Date or otherwise approved by Landlord. Provided Tenant has maintained rent loss insurance as required hereunder, and provided the insurance company providing same does not assert any defense to Landlord's claim for such rent insurance proceeds, Tenant's obligation to pay Base Rent shall ▇▇▇▇▇ until the Premises and Landlord shall rebuild has been repaired, restored, rebuilt, reconstructed or reconstruct the Parking Facility replaced, as required herein, in a commercially reasonable and efficient manner subject proportion to the following terms and conditions: part of the Premises which is unusable by Tenant; provided, however, that Tenant shall be responsible for any deductible related to such rent insurance. (ib) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Notwithstanding anything to the extent contrary provided in subparagraph 20(a) above, in the event more than thirty percent (30%) of the insurance proceeds received by Landlorduseable area of the Premises is rendered untenantable as a result of a Casualty, (ii) Landlord’s duty or in the event that it will not be possible for Tenant to fully repair and restore the Premises shall not begin until receipt prior to the expiration of the insurance proceedsterm of this Lease, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than right within thirty (30) consecutive daysdays following the Casualty, includingto terminate this Lease by providing written notice of such election to Tenant, without limitationin which case all insurance proceeds paid or payable as a result of the Casualty less and except the amount actually expended by Tenant in clearing the damage and description shall be paid or assigned to Landlord, any such period during which Landlord is repairing and restoring the Parking Facility, the rental all rent and other sums payable by Tenant hereunder shall ▇▇▇▇▇. The abatement be accounted for as between Landlord and Tenant as of the rent effective date of termination. Tenant shall execute and deliver such further instruments of assignment or direction, in the form required by Tenant's insurance company to enable Landlord to collect all insurance proceeds which are to be paid or assigned to Landlord. Notwithstanding the exclusive remedy of Tenant against Landlord foregoing, in the event that, within ten (10) days after receipt of Landlord's notice, Tenant notifies Landlord that it will restore the Premises at its sole cost and expense to a casualty involving condition which enables Tenant to continue to satisfactorily operate within the Premises. Tenant hereby waives , then Landlord's election to terminate this Lease shall be void and of no further force and effect, provided that all claims against Landlord for any compensation insurance proceeds paid or damage for loss of use payable as a result of the whole Casualty less and except the amount actually expended by Tenant in clearing the damage and destruction shall be paid or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationassigned to Landlord.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Property or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen, (i) Landlord shall, subject to Sections 7.2 and 7.3, pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be recovered by Landlord from property insurance, (ii) this Lease shall be entitled to retain all insurance proceeds payable by reason of unaffected thereby and with respect to the shall continue in full force and effect, and (iii) Tenant shall, at Tenant's sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the Premises and Landlord "Restoration") by restoring the Property to its condition immediately prior to such damage, or destruction. All Restoration Work shall rebuild or reconstruct be performed in accordance with the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Sections 5.4 and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any law or statute to the contrary and agrees that the provisions of this Article shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Property with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant's cost and expense and the cost thereof shall be payable on demand as Additional Rent, together with interest thereon at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a supervision fee in the amount equal to two and one-half percent (2 1/2 %) of the cost of the Restoration Work from Tenant to compensate Landlord for any compensation or damage for loss of use administering the Restoration. (b) Notwithstanding anything contained herein to the contrary, provided (i) a material portion of the whole Property is damaged or destroyed by fire or other casualty and such damage is of such a nature that the Restoration cannot be substantially completed within eighteen (18) months after the occurrence of the casualty (it being agreed that substantial completion means that the Property can then be lawfully occupied by Tenant no later than the end of such period), as estimated by a licensed architect or engineer retained by Tenant and reasonably approved by Landlord (for purposes of such estimate, such Restoration shall not include Alterations made by Tenant and installation of personal property, equipment and trade fixtures of Tenant), (ii) there is then no Event of Default (including without limitation any uncured Event of Default with respect to the matters set forth in Article 6), (iii) the insurance proceeds actually available to Landlord for Restoration, together with any other funds Tenant may elect to contribute, equal or exceed the cost of such Restoration (as estimated in writing by a licensed architect retained by Landlord), and (iv) such amounts are paid to Landlord, Tenant may terminate this Lease in which event this Lease shall be of no further force and effect as of the date of such termination, except that any obligation or liability of Tenant, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. Section 7.2. Subject to the provisions of this Article 7, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse itself therefrom to the extent, if any, of the reasonable out-of-pocket expenses actually paid or incurred by Landlord in collection of such moneys. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds, for the purpose of Restoration to be made by Tenant to restore the Property to a value which shall be not less than their value prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed architect or engineer reasonably approved by Landlord. Such insurance proceeds shall be paid to Tenant from time to time thereafter in installments as the Restoration progresses, upon application to be submitted by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous application, and paid for by Tenant. If any vendor's, mechanic's, laborer's, or materialman's lien is filed against the Property or any part thereof, or if any public improvement lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such lien is satisfied or otherwise discharged, unless such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount equal to the lien amount and in form otherwise reasonably satisfactory to Landlord. The amount of any installment to be paid to Tenant shall be such proportion of the Premises and/or total insurance moneys received by Landlord as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (a) all payments theretofore made to Tenant out of said insurance proceeds, and (b) ten percent (10%) of the amount so determined, provided that Landlord shall release the ten percent (10%) retention with respect to any contractor, subcontractor, trade or supplier which (x) has completed its work as certified by Tenant and Tenant's architect, if one is required pursuant hereto and (y) such contractor, subcontractor, trade or supplier has delivered an unconditional lien waiver with respect to its work or materials if the value thereof is in excess of $100,000. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of such ten percent (10%) retention, to the extent not previously released, the balance of any and all insurance proceeds held by Landlord shall be paid to Landlord. In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant's expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration. Notwithstanding anything contained herein to the contrary, Tenant may retain insurance proceeds for any inconvenience Restoration the estimated cost of which is less than $100,000, provided Tenant uses such proceeds for such Restoration. Section 7.3. When insurance proceeds are retained by Landlord pursuant to Section 7.2 above, Landlord may impose reasonable conditions precedent to the disbursement of each payment made to Tenant as provided in Section 7.2 above, including the following: (a) there shall be submitted to Landlord the certificate from Tenant or annoyance occasioned if the restoration amount equals or exceeds $1,000,000, a certificate of the aforesaid architect, stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the Work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such persons in respect thereof, and stating in reasonable detail the progress of the Work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any casualty previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed ninety (90%) percent of the cost of the services and any resulting damagematerials described in the certificate, destruction, repairexcept with respect to such contractors or subcontractors who have completed their portion of the Work (as certified by the architect, or restorationif there is no architect, Tenant) and provided final lien waivers and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant's intention and ability shall be to Landlord's reasonable satisfaction) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord's satisfaction will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord, or other evidence satisfactory to Landlord, showing that there has not been filed any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Property or any part thereof, or any public improvement lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount equal to the lien amount and in form otherwise reasonably satisfactory to Landlord; and (c) at the time of making such payment, no Default shall have occurred and be continuing. Section 7.4. If the estimated cost of any Restoration, determined as provided in Section 7.2 hereof, exceeds the net insurance proceeds then, prior to the commencement of any Restoration, Tenant hereby covenants to obtain from its general contractor and deliver to Landlord a bond, or other security satisfactory to Landlord in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of Section 7.2 hereof, as security for the completion of the Work, free of public improvement, vendor's, mechanic's, laborer's or materialman's statutory or other similar liens. Section 7.5. As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that, except as expressly set forth in the provisions of this Article 7, (i) this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Property or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction to the Property from any cause whatsoever, and, (ii) notwithstanding any law or statute, present or future, Tenant waives any and all rights to quit or surrender the Property or any part thereof on account of any damage or destruction of the Property. Tenant expressly agrees that its obligations hereunder, including the payment of Rent payable by Tenant hereunder, shall continue as though the Property had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 17.1 If the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building are totally or partially damaged or destroyed by fire thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction; provided, however, that if in Landlord’s reasonable judgment such repair and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned (based on the portion of the Premises which is usable or used after such damage or destruction) and paid to the earlier of the date of termination or the date Tenant completely vacates and abandons the Premises on account of such damage and Landlord shall be entitled to retain any insurance proceeds received by Tenant that are attributable to Tenant’s Work and other improvements insured or required to be insured by Tenant that would remain in the Premises at the end of the Lease Term. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable and is used by Tenant while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the gross negligence or willful misconduct of Tenant or any Agent of Tenant, then Tenant shall not be entitled to any such rent reduction and (y) if Tenant fails to immediately pay over to Landlord insurance proceeds when received from Tenant’s insurance any such rent abatement shall end on the date when Landlord would have been able to substantially complete repair and restoration of the Premises had Tenant timely paid Landlord such insurance proceeds. After receipt of all insurance proceeds payable (including proceeds of insurance maintained by reason Tenant), Landlord shall proceed with and bear the expenses of such repair and with respect to restoration of the Premises and the Building; provided, however, that (a) if such damage or destruction to was caused by the Premises and Landlord shall rebuild negligent act or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesomission or willful misconduct of Tenant or any Agent of Tenant, and without affecting in any way the waivers provided in Sections 13.3 and 13.4, then Tenant shall pay Landlord’s obligation is limited deductible and the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by Section 13.3, that Landlord would have received to the extent Landlord maintained such insurance required by Section 13.3), (b) Tenant shall pay the amount by which the cost of restoring any item which Landlord is required to restore and Tenant is required to insure exceeds the insurance proceeds received with respect thereto, and (c) Landlord shall not be required to repair or restore any tenant improvements installed in the Premises (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds plus deductibles are insufficient to pay the full cost of such repair and restoration (so long as Landlord maintains the insurance required by LandlordSection 13.3), (ii2) Landlord’s duty the holder of any Mortgage fails or refuses to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the make such insurance proceeds to be used available for such repair and restoration, (iv3) zoning or other applicable Laws or regulations do not permit such repair and restoration, or (4) the damage to the Building exceeds thirty-five percent (35%) of the replacement value of the Building. 17.2 If either (a) within forty-five (45) days after the occurrence of the damage or destruction described in Section 17.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within two hundred seventy (270) days after the date of such damage or destruction or (b) Tenant requests in writing, following any damage or destruction, that Landlord advise Tenant of the period that Landlord anticipates will be required for substantial completion of restoration such damage or destruction, and provided in either case that Landlord does not elect to terminate this Lease pursuant to this Article, then Landlord shall notify Tenant of such determination within thirty (30) days. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, and in the case of any notice under clause (b) above, provided such notice shall have no obligation stated an anticipated restoration period in excess of two hundred seventy (270) days, Tenant shall have the right to repair and restore terminate this Lease by providing written notice to Landlord (which date of such termination shall be not more than thirty (30) days after the date of Tenant’s notice to Landlord). Notwithstanding any personal property on of the Premises belonging foregoing to the contrary, Tenant shall not have the right to terminate this Lease if the willful misconduct of Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord Agent shall have no obligation to restore caused the damage or destruction (or destruction. Landlord and Tenant agree that their respective rights in the event of any casualty to complete any restoration) during the last year Premises shall be governed by the provisions set forth above in this Article, and the parties hereby waive the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the Term or of California Civil Code. If Tenant shall not have had any Option Period if Tenant has delivered notice that it is not renewing right to terminate as provided above in this Section because the Term of this Agreement pursuant anticipated time to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementrestore was less than two hundred seventy (270) days, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as but restoration of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for Premises has not been substantially completed within a period of more than two hundred seventy (270) days following the damage or destruction, then Tenant may give written notice to Landlord that Tenant desires to have this Lease terminate, whereupon this Lease shall terminate thirty (30) consecutive days, including, without limitation, any days following Landlord’s receipt of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationwritten notice from Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord (vor would have been received by Landlord if Landlord had carried rental abatement insurance with a coverage period of twelve months). 19.2 Within sixty (60) days following the date of discovery of the damage, Landlord shall deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred eighty (180) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood) by Landlord’s insurance policies; provided, however, that Landlord shall not have no obligation the right to terminate this Lease if the damage to the Building is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building) or Landlord actually intends to restore the damage in the following one hundred eighty (180) day period. In addition, if the Premises or destruction (the Building is destroyed or damaged to complete any restoration) substantial extent during the last year twelve (12) months of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of Term, then notwithstanding anything contained in this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementArticle 19, and (vi) Landlord shall rebuild or reconstruct have the Parking Facility option to a configuration substantially equivalent terminate this Lease by giving written notice to that configuration which existed as Tenant of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term exercise of this Agreement for a period of more than such option within thirty (30) consecutive daysdays after the Damage Discovery Date, including, without limitation, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such period during termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s Property), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, Alterations and Original Improvements is repairing primary in nature and restoring the Parking FacilityLandlord’s insurance, if any, with respect to same is secondary in nature), the rental payable cost of such repairs shall be paid by Tenant shall ▇▇▇▇▇. The abatement to Landlord prior to Landlord’s commencement of repair of the rent shall be damage. Tenant may elect to make reasonable value-engineering modifications to the exclusive remedy plans for the restoration work to the extent necessary to minimize or eliminate any costs in excess of the insurance proceeds available for such restoration, except to the extent such shortfall of insurance proceeds is due to Tenant’s failure to carry the insurance Tenant against is obligated to carry under this Lease or to any deductible under such insurance policy Tenant carries or is obligated to carry under this Lease. In the event that Landlord does not deliver the Landlord Repair Notice within forty-five (45) days following the Damage Discovery Date, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the event Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their original condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. 19.4 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a casualty involving Tenant Damage Event (as defined below, and either (a) the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss repairs cannot, in the reasonable opinion of use Landlord’s contractor, be completed within two hundred ten (210) days after the date of the whole casualty, or any part (b) the damage occurs during the last twelve (12) months of the Premises and/or for any inconvenience or annoyance occasioned by any casualty Term and any resulting damage, destruction, repair, or restoration.will

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extra-ordinary, foreseen or unforeseen, so long as no Event of Default has occurred and is continuing (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2, any moneys which may be entitled to retain all recovered by Landlord from property insurance, (b) this Lease shall be unaffected thereby and shall continue in full force and effect, and (c) Tenant shall, utilizing such insurance proceeds payable by reason of and with respect to the such additional funds as may be required, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject configuration immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during destruction. All Restoration work shall be performed in accordance with the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, the provisions of Section 5.4 and 5.5 hereof. Tenant hereby waives the provisions of any Legal Requirement to the contrary and agrees that the provisions of this Article VII shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such period during which Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord is repairing shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and restoring expense and the Parking Facilitycost thereof shall be payable within five (5) days after written demand as Other Rent, together with interest thereon from the date of demand until paid at the Default Rate. In addition, if Landlord so completes the Restoration as provided hereunder, Landlord shall be entitled to a reasonable supervisory fee from Tenant to compensate Landlord for administering the Restoration. Section 7.2 Subject to the provisions of this Article VII, unless Landlord, the rental payable insurance carrier, or any Mortgagee elects in their discretion to perform the Restoration (being under no obligation to do so) and so long as no Event of Default has occurred and is continuing, Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord pursuant to the Mortgage Loan Documents from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall ▇▇▇▇▇be entitled to reimburse or pay itself or Mortgagee therefrom to the extent, if any, of (a) the expenses paid or incurred by Landlord or Mortgagee in the collection of such moneys, and (b) any other amounts then outstanding and owing to Landlord under this Lease. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds which may be received by Landlord for the purpose of Restoration to be used by Tenant to restore the Premises to a value which shall be not less than a value substantially similar to the value of the Premises prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed third party architect or contractor selected by Tenant and reasonably approved by Landlord. Such insurance moneys shall be paid (i) to Tenant in a lump sum if the cost of such Restoration is less than the Threshold Amount and (ii) if the cost of such Restoration is equal to or greater than the Threshold Amount, in accordance with Section 7.2 and 7.3 to Tenant (or, at Landlord’s option, directly to the party to whom such payment is due) from time to time thereafter in installments as the Restoration progresses, within five (5) Business Days after submission by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous submission (assuming such proceeds are available from the insurer). If any vendor’s, mechanic’s, laborer’s, or materialman’s Lien is filed against the Premises or any part thereof, or if any public improvement Lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such Lien is satisfied or otherwise discharged, unless such Lien is contested by Tenant in good faith and, if required by applicable law, Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its reasonable discretion. The amount of any installment to be paid to Tenant shall be such proportion of the total insurance moneys received by Landlord pursuant to the Mortgage Loan Documents as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (1) all payments theretofore made to Tenant out of said insurance proceeds, and (2) ten percent (10%) of the amount so determined, until fifty percent (50%) of the Restoration has been completed (and five percent (5%) thereafter) (the “Retainage”). Notwithstanding the foregoing, Landlord shall not withhold the Retainage from any installment provided (I) such installment constitutes the final payment due a contractor or materialman, or (II) the contractor is bonded and Tenant furnishes to Landlord payment and performance bonds and labor and material bonds of Tenant’s contractor complying with the Legal Requirements and otherwise satisfactory to Landlord in its reasonable discretion, naming Landlord as co-obligee, in which event Landlord shall withhold from such installment the same percentage withheld by Tenant pursuant to the construction contract. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of the Retainage or other amount, as applicable, the balance of any and all insurance proceeds held by Landlord shall be paid to Tenant. In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. Notwithstanding the foregoing, if Landlord makes the Restoration at Tenant’s expense, as provided in Section 7.1 hereof, then Landlord shall use any amounts held by Landlord to pay for the cost of such Restoration. Section 7.3 The following shall be conditions precedent to each payment made to Tenant (or to any other party) as provided in Section 7.2 above: (a) there shall be submitted to Landlord the certificate of the aforesaid architect or contractor stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other Persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such Persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed the value of the services and materials described in the certificate, and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant’s intention and ability shall be to Landlord’s satisfaction in its sole and absolute discretion) make available for the Restoration in accordance with Section 7.4 hereof and to Landlord’s satisfaction (in its sole and absolute discretion) will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord in its sole and absolute discretion, or other evidence satisfactory to Landlord in its sole and absolute discretion, showing that there has not been filed any vendor’s, mechanic’s, laborer’s or materialman’s statutory or other similar Lien affecting the Premises or any part thereof, or any public improvement Lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such Lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its sole and absolute discretion; and (c) at the time of making such payment, no Default shall have occurred and be continuing. Section 7.4 If the estimated cost of any Restoration determined as provided in Section 7.2 hereof exceeds the net insurance proceeds, then, prior to the commencement of any Restoration, Tenant hereby covenants to deposit with Landlord, a bond, cash, completion guaranty or other security satisfactory to Landlord (in its sole and absolute discretion) in the amount of such excess, to be held and applied by Landlord in accordance with the provisions of Section 7.2 hereof, as security for the completion of the work, free of public improvement, vendors’, mechanics’, laborers’ or materialmen’s statutory or other similar Liens. Section 7.5 As material consideration to Landlord for its agreement to enter into this Lease, the parties agree that this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the rent shall be Operating Lease Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the exclusive remedy Premises or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any damage or destruction of the Premises from any cause whatsoever, and, notwithstanding any Legal Requirements, present or future, Tenant against Landlord in waives any and all rights to quit or surrender the event Premises or any part thereof on account of a casualty involving any damage or destruction of the Premises. Tenant hereby waives expressly agrees that its obligations hereunder, including the payment of Operating Lease Rent payable by Tenant hereunder, shall continue as though the Premises had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any kind. Section 7.6 Notwithstanding the foregoing provisions of this Article VII, all claims against Landlord for any compensation or damage for loss of use of provisions contained in the whole Mortgage or any part other Mortgage Loan Document with regard to Restoration of the Premises and/or for or the related obligations of Landlord shall take precedence over and be in lieu of any inconvenience or annoyance occasioned by any casualty and any resulting damageinconsistent provisions in this Article VII and, destructionwith respect to such obligations, repair, or restorationshall be deemed to be obligations of Tenant hereunder.

Damage or Destruction. If(a) If any or all Buildings, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of any or all Buildings, shall be are damaged or destroyed by fire in whole or other casualtyin part under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord Landlord, as to the Common Areas of the Property and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be entitled required to retain all insurance proceeds payable by reason return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the Tenant Improvements in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease with respect to the Premises applicable Building(s) as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall rebuild or reconstruct each repair and restore applicable portions of the Parking Facility Property in a commercially reasonable accordance with the first sentence of this Section 17.1(a). (b) The respective obligations of Landlord and efficient manner Tenant pursuant to Section 17.1(a) are subject to the following terms and conditions: limitations: (i) If the casualty must occurrence results from a peril which is required to be insured under Landlord's insurance policiespursuant to Section 14.1(c) and (d) above, and Landlord’s obligation is limited to the extent obligations of each party shall not exceed the amount of insurance proceeds received from insurers (or, in the case of any failure to maintain required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by Landlordreason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if such proceeds (including, in the case of a failure to maintain required insurance, any proceeds that reasonably would have been available) are insufficient, either party may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) Landlord’s duty If the occurrence results from a peril which is not required to be insured pursuant to Section 14.1(c) and (d) above and is not actually insured, Landlord shall be required to repair and restore the Premises shall not begin until receipt Common Areas and the Building Shell of the insurance proceedsapplicable Building(s) to the extent necessary for Tenant’s continued use and occupancy of the applicable Building(s), (iii) Landlord’s lender(s) must permit the insurance proceeds to and Tenant shall be used for such repair and restoration, (iv) Landlord shall have no obligation required to repair and restore the Tenant Improvements to the extent necessary for Tenant’s continued use and occupancy of the applicable Building(s), provided that each party’s out of pocket cost (after application of any personal property on insurance proceeds) to repair and restore shall not exceed an amount equal to fifteen percent (15%) of the Premises belonging replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or fifteen percent (15%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the out of pocket replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing provisions of this Section 17.1 following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 14.1(c) and (d), Landlord and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (d) From and after the date of an occurrence resulting in damage to or destruction of a Building or of the Common Areas necessary for Tenant’s use and occupancy of the Buildings, and continuing until repair and restoration thereof are completed, there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation Operating Cost Share of Operating Expenses based upon the degree to restore the damage or destruction (or which Tenant’s ability to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord conduct its business in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationapplicable Building(s) is impaired.

Damage or Destruction. If17.1 In the event that any structure located on the Parcels is damaged or destroyed, during then Tenant shall repair or rebuild such structure to substantially the Term of this Agreementcondition in which it was immediately prior to the casualty, the entire Parking Facility but in no event shall Tenant be required to repair or such portion thereof as rebuild non-functional or decorative items (e.g., statues). 17.2 Tenant shall render commence to rebuild or repair the Premises unsuitable promptly after such damage or destruction, provided that all permits required for such work have been obtained at the continued conduct time necessary with the Tenant using reasonable diligence to obtain such permits, and shall proceed with diligence to complete the restoration. If Tenant is not able to obtain permits to restore the Premises as required hereunder, then Tenant shall repair or rebuild the Premises as required hereunder to the maximum extent to which it can obtain permits to do so. Tenant shall not have the right to terminate this Lease as the result of any damage to or destruction of the Tenant’s Premises, and its invitees activities thereonTenant hereby waives the right to do so under any applicable statute, shall be damaged or destroyed by fire code, case law or other casualtylegal doctrine. This Lease shall remain in full force and effect, then Landlord and Tenant shall be entitled to retain an equitable abatement of the Rent during the time and to the extent any portion of the Premises is unfit for occupancy; provided, however, that the amount of such abatement shall not exceed the amount of loss of rents or business interruption insurance proceeds, if any, payable to Landlord by reason of such damage or destruction. In the event Tenant is obligated to rebuild the Premises pursuant to this Section 17, then all insurance proceeds payable arising out of insurance coverage procured by reason Landlord (other than loss of and with respect to the damage rents insurance or destruction to the Premises and Landlord business interruption insurance), if any, shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging made available to Tenant or any to pay for the cost of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, rebuilding or restoration.

Damage or Destruction. If, during 19.01. If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), then in the event that the Condominium Board of Managers elects to repair the damage to and restore and rebuild the Building diligently and in a workmanlike manner after notice to it of the damage or destruction, Tenant shall (x) at Tenant’s option, restore all or such portion of Tenant’s Property as Tenant may elect to restore and (y) at Tenant’s option, to be exercised separately with respect to each floor of the Premises, either (i) repair the damage to and restore such portion of the leasehold improvements in the Premises as Tenant elects in its sole discretion (the “Improvements Restoration Work”); or (ii) demolish the leasehold improvements located in the Premises (the “Improvements Demolition Work”), which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner after the substantial completion repairs and restoration of the Building. The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11 hereof and shall be subject to the provisions of Article 11. The proceeds of policies providing coverage for leasehold improvements installed in the Premises shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is required to perform the same, and otherwise to be retained by Tenant. Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring the leasehold improvements and (ii) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor. Notwithstanding any of the provisions of this Section 19.01 to the contrary, if Landlord or any Landlord Affiliate executes any lease for space in the Building that contains a provision that Landlord or such Landlord Affiliate will be obligated under the circumstances provided in such provision to restore any damaged or destroyed space or cause the Condominium Board of Managers to perform such restoration, then Landlord shall give Tenant prompt notice thereof (or will respond to a request from Tenant to do so within 30 days of such request), and, at Tenant’s election, Landlord and Tenant will promptly cause this Lease to be entitled amended to retain incorporate such provision into this Lease.(16) 19.02. If on account of fire or other casualty, all insurance proceeds payable by reason or a part of the Premises shall be rendered untenantable (whether as a result of damage or destruction to the Premises or damage or destruction to other parts of the Building) the Fixed Rent and with respect the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises (and if more than seventy-five (75%) percent of a floor shall be rendered untenantable, then the entire floor shall be deemed to have been rendered untenantable) for the period from the date of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: date on which: (i) the casualty must be insured under Landlord's insurance policies, repair and Landlord’s obligation is limited to the extent restoration of the insurance proceeds received by Landlord, Building (including all base building systems serving the Premises) shall have been substantially completed (the “Basic Restoration”); and (ii) the damaged leasehold improvements could be restored, with due diligence and dispatch (commencing after Landlord’s duty to repair and restore the Premises shall not begin until receipt substantial completion of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year restoration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives Building including all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.base building systems serving the

Damage or Destruction. IfTenant shall give Landlord immediate (from the time that Tenant becomes, during the Term or should have with reasonable diligence become, aware of this Agreement, the entire Parking Facility or such same) written notice if any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Property is damaged or destroyed by fire fire, casualty, or other casualtycause (“Casualty”). Tenant shall appear in any proceeding or action to defend, then Landlord negotiate, prosecute, or adjust any claim for any insurance payment on account of any Casualty and shall take all appropriate action in connection with any such Casualty. No settlement of any such proceeding or action made by Tenant without Landlord’s prior written consent will be binding on Landlord’s interest as named insured or loss payee (as the case may be) under the applicable policy. In the event of a Casualty, whether partial or total, and whether or not such Casualty is covered by insurance, Tenant shall repair, restore, and rebuild the Property to substantially the same or better condition as existed immediately prior to such Casualty, all in accordance with Legal Requirements. Tenant shall be entitled solely responsible for and shall pay the balance, if any, of the costs to retain so restore the Property. As between Tenant and a Leasehold Mortgagee, all insurance proceeds payable to Tenant pursuant to this Article XIII shall be disbursed by reason Tenant in accordance with and pursuant to the terms of any applicable Leasehold Mortgage. However, if a Casualty occurs prior to the Completion of Construction and there is still outstanding Construction Financing, then with respect to the damage or destruction such Casualty, insurance proceeds, in an amount satisfactory to the Premises Tenant and Landlord Landlord, shall rebuild or reconstruct the Parking Facility be set aside in a commercially reasonable and efficient manner subject an amount sufficient to the following terms and conditions: (i) raze the casualty must be insured under Landlord's insurance policiesImprovements on the Property (including the removal of all foundations, and Landlord’s obligation is limited to the extent of the insurance proceeds received if elected by Landlord, and shoring to support any excavated subgrade development), level, clear, clean, and otherwise put the Land in good order and in a safe condition, landscape the Property in a manner reasonably required by Landlord (to include at a minimum sod or such other basic ground cover as Landlord may require), and leave all such landscaped areas in a neat and safe condition or (ii) Landlord’s duty to repair pay for rebuilding. For the avoidance of doubt, the immediately preceding sentence shall no longer be applicable after Completion of Construction of applicable New Improvements and restore after the Premises shall not begin until receipt of the insurance proceeds, Construction Financing has been fully paid. (iiia) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage Block 164 Improvements or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord Block 167 Improvements in the event of a casualty involving the PremisesCasualty. Tenant hereby waives all claims against Landlord for will secure the applicable property and if appropriate demolish and remove from the site any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationremaining improvements after such Casualty.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give prompt written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the common areas deemed desirable by Landlord, subject to Section 1.3 and provided access to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant’s occupancy. Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord (vor would have been received by Landlord if Landlord had carried rental abatement insurance with a coverage period of twelve months). 19.2 Within sixty (60) days following the date of discovery of the damage, Landlord shall deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild Table of Contents and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within two hundred seventy (270) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood) by Landlord’s insurance policies (or would not have no obligation been so covered if Landlord had carried the insurance required to be covered by Landlord under this Lease); provided, however, that Landlord shall not have the right to terminate this Lease if the damage to the Building is relatively minor (e.g., repair or restoration would cost less than five percent (5%) of the replacement cost of the Building) or Landlord actually intends to restore the damage in the following two hundred seventy (270) day period. In addition, if the Premises or destruction the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term, Tenant has not exercised the Extension Option provided in Section 51.1, and such damage cannot reasonably be repaired within 90 days, then notwithstanding anything contained in this Article 19, Landlord and Tenant shall each have the option to terminate this Lease by giving written notice to the other of the exercise of such option within thirty (30) days after the Damage Discovery Date, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to complete any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s Property), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to substantially their original condition; provided that if the cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, Alterations and Original Improvements is primary in nature and Landlord’s insurance, if any, with respect to same is secondary in nature), the cost of such repairs in excess of such insurance proceeds shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the damage. Tenant may elect to make reasonable value-engineering Table of Contents modifications to the plans for the restoration work to the extent necessary to minimize or eliminate any costs in excess of the insurance proceeds available for such restoration, except to the extent such shortfall of insurance proceeds is due to Tenant’s failure to carry the insurance Tenant is obligated to carry under this Lease or to any deductible under such insurance policy Tenant carries or is obligated to carry under this Lease. In the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the Damage Discovery Date, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their immediately prior condition. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. 19.4 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a Tenant Damage Event (as defined below), and either (a) the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred seventy (270) days after the date of the casualty, or (b) the damage occurs during the last year twelve (12) months of the Term and will reasonably require in excess of ninety (90) days to repair, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage (or within thirty (30) days after receipt of any Option Period the Restoration Notice, if Tenant has delivered later), to terminate this Lease by written notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed effective as of the Commencement Date. During date specified in the period in notice, which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive days, including, without limitation, any days nor more than sixty (60) days after the date such period during which Landlord notice is repairing and restoring the Parking Facility, the rental payable given by Tenant (prior to which Tenant shall ▇▇▇▇▇. The be entitled to an abatement of the rent shall be the exclusive remedy of Tenant against Landlord Rent as provided in Section 19.1). In the event of a casualty involving Tenant Damage Event, and if the PremisesLease does not terminate pursuant to the other provisions of this Article 19, then if Landlord fails to substantially complete the repair of such damage comprising a Tenant Damage Event on or before the date (the “Outside Restoration Completion Date”) which is three (3) months after the date estimated for completion of such repair by landlord’s contractor in the Restoration Notice, then Tenant shall have the option, exercisable by written notice to Landlord within thirty (30) days after the Outside Restoration Completion Date, to terminate this Lease (“Tenant’s Second Termination Option”). Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use The Outside Restoration Completion Date shall be extended by delays in the completion of the whole repair of the damage comprising a Tenant Damage Event to the extent caused by Force Majeure Events (other than the casualty that caused the damage) for up to ninety (90) days or by Tenant, its agents, employees or contractors. If Tenant exercises Tenant’s Second Termination Option, the Lease shall terminate as of a date specified in Tenant’s termination notice which is not less than thirty (30) days nor more than sixty (60) days after Tenant’s notice to Landlord of the exercise of Tenant’s Second Termination Option. As used herein, a “Tenant Damage Event” shall mean damage to all or any part of the Premises and/or for or any inconvenience Common Areas necessary to Tenant’s occupancy of the Premises by fire or annoyance occasioned by other casualty, which damage (A) is not the result of the willful misconduct of Tenant or any casualty of the Tenant Parties (as defined below), (B) substantially interferes with Tenant’s use of or access to the Premises and any resulting damage(C) would entitle Tenant to an abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, destruction, repair, or restorationpursuant to Section 19.1 above.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 15.01 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by fire or other casualty, then Tenant will immediately give written notice to Landlord shall of the casualty. Landlord will have the right to terminate this Lease following a casualty if any of the following occur: (a) insurance proceeds actually paid to Landlord and available for use are not sufficient to pay the full cost to fully repair the damage; (b) Landlord determines that the Premises or the Building cannot be fully repaired within 180 days from the date restoration commences; (c) the Premises are damaged or destroyed within the last 12 months of the Term; (d) Tenant is in default of this Lease at the time of the casualty; (e) Landlord would be required under this Lease to ▇▇▇▇▇ or reduce Tenant’s rent for a period in excess of 6 months if the repairs were undertaken; or (f) the Property, or the Building in which the Premises is located, is damaged such that the cost of repair of the same would exceed 10% of the replacement cost of the same. If Landlord elects to terminate this Lease, Landlord will be entitled to retain all applicable Tenant insurance proceeds and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable by reason of to Tenant under Tenant’s insurance, excepting those attributable to Tenant’s furniture, fixtures, equipment, and with respect any other personal property. 15.02 If this Lease is not terminated pursuant to the damage or destruction to Section 15.01, Landlord will repair the Premises and this Lease shall continue. The repair obligation of Landlord shall rebuild be limited to repair of the Premises excluding any Tenant Improvements, Tenant Alterations, and any personal property and trade fixtures of Tenant. During the period of repair, rent will be abated or reconstruct the Parking Facility reduced in a commercially reasonable and efficient manner subject proportion to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlorddegree to which Tenant’s obligation is limited to the extent use of the insurance proceeds received Premises is impaired, as determined by Landlord, (ii) Landlord’s duty not to repair and restore exceed the Premises shall not begin until receipt total amount of the rent loss insurance proceeds, (iii) Landlorddirectly attributable to Tenant’s lender(s) must permit the insurance proceeds to Premises, Landlord has received. However, rent will not be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to abated if Tenant or any of Tenant’s employees, contractors, its agents or invitees, (v) Landlord shall have no obligation to restore is the damage or destruction (or to complete any restoration) during the last year cause of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcasualty.

Damage or Destruction. If, during A. If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Leased Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be is damaged or destroyed by any cause covered by fire or other casualtycasualty insurance, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to cause the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially be repaired with reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesdispatch, and Landlord’s obligation is limited but only to the extent of the insurance proceeds received by Landlordactually received, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore if the damage has rendered the Leased Premises untenantable in whole or destruction (in part, the rental shall be abated proportionately until the damage has been repaired. If the Leased Prem- ises is rendered untenantable in whole or to complete in part by any restoration) during cause not covered by fire or casualty insurance, Landlord may, at its option, terminate this Lease and the last year of the Term or of any Option Period if ten- ancy hereby created by giving Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays following the date of said occurrence, includingwritten notice of Landlord's election to terminate; and, without limitation, in the event of any such period during termination, rent shall be adjusted as of the date of such occurrence. B. If the Leased Premises is rendered either partially or wholly untenantable and Land- lord does not elect to terminate this Lease, Landlord shall commence repairs within thirty (30) days after the date of such occurrence, subject to the provisions of any insurance policy which may affect the time for commencing repairs. Landlord shall complete such repairs in a timely and workmanlike manner in accordance with original specifications for the Leased Premises, as modified by the Premises Im- provements. If within 180 days after the date of the occurrence (but subject to de- lays in accordance with the provisions of the Section entitled “Force Majeure” hereof), Landlord will be unable to complete repairs required by the terms of this Lease, Tenant may, at its option, terminate this Lease and the tenancy hereby cre- ated by giving to Landlord within one hundred fifty (150) days following the date of such occurrence, written notice of election to terminate; and in the event of any such termination, rent shall be adjusted as of the date of such occurrence. If there is repairing and restoring the Parking Facility, the rental payable by Tenant shall a dispute whether ▇▇▇▇▇▇▇▇ will be able to complete repairs within the time limit specified above, it shall be resolved by arbitration. C. Tenant shall make all repairs and replacements to the Leased Premises necessitated or caused by the acts, omissions or negligence of Tenant or its agents or employees or invitees. The If, and to the extent not covered by applicable insurance, and, notwith- standing anything herein to the contrary, damages to the Leased Premises rendering either part or all of the Leased Premises untenantable is caused by the fault or ne- glect of Tenant, or by Tenant's agents or employees or invitees, there shall be no abatement of rent during the period the Leased Premises or part thereof is being restored and rendered tenantable. If repairs or replacements become necessary which by the terms of this Lease are the responsibility of Tenant and Tenant fails to make the repairs or replacements, Landlord may make the repairs or replace- ments and Tenant shall upon demand pay to Landlord one hundred and twenty per- cent (120%) of the reasonable cost thereof. D. If the Leased Premises or any portion thereof is taken or condemned by any author- ity under power of eminent domain or transferred by Landlord by agreement with such authority under threat of condemnation, with or without any condemnation action being instituted, (collectively, “condemnation”), the term of this Lease shall terminate as to the portion of the Leased Premises so taken as of the date such authority takes title or possession of such portion of the Leased Premises, which- ever first occurs. Tenant's rent shall be the exclusive remedy reduced as a result of Tenant against Landlord such condemnation in the proportion that the floor area of the Building taken by such condemnation bears to the floor area of the Leased Premises remaining following such condem- nation. If twenty-five percent (25%) or more of the Building, common areas or the underlying land are taken by condemnation, Landlord shall have the option to ter- minate this Lease by written notice thereof to Tenant. If a taking of the Leased Premises interferes with ▇▇▇▇▇▇'s business operations under the Lease, Tenant shall have the option to terminate this Lease by written notice thereof to Landlord within thirty (30) days following such condemnation. If this Lease is not terminated as provided in this Section entitled “Damage or Destruction,” then Landlord shall re- pair any damage to the Building and/or common areas resulting from such condem- nation; provided, however, in no event shall Landlord be obligated to spend more for such repairs than the portion of a casualty involving the Premisescondemnation award actually received by Landlord. Tenant hereby waives all claims shall, at its sole cost and expense, repair any damage to the Leased Premises resulting from such condemnation. Except as specifically set forth herein, Tenant shall not be entitled to any compensation, allowance, claim or offset of any kind against the Landlord for any compensation or damage for loss of use of the whole or any part condemning authority, as damages or otherwise. The termination of the Premises and/or this entire Lease as provided in this Section entitled “Damage or Destruction” shall act to release Landlord and Tenant from all further obligations or liabilities with respect to this Lease except for any inconvenience such obligations and liabilities which arise or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationaccrue prior to such termination.

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received premises untenantable, the rent reserved hereunder (except Tenant’s share of any charges for water) shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire area leased hereunder, (ii) Landlord’s duty to repair and restore such reduction shall be apportioned from the Premises shall not begin until receipt date of the insurance proceedscasualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, (iii) Landlordin the event such fire or other casualty damages or destroys any of Tenant’s lender(s) must permit leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall cause the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Premises belonging to Tenant Lease term, the premises or any a substantial portion of Tenant’s employeesthe building in which the premises is situated are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condition immediately prior to the casualty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive daysdays after the fire, including, without limitation, any accident or casualty. In the event of such period during which Landlord is repairing and restoring the Parking Facilitytermination, the rental payable by Tenant rent reserved hereunder shall be adjusted as of the date of the fire, accident or casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and the rent reserved hereunder shall ▇▇▇▇▇. The abatement of ▇ until the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpremises are again rendered tenantable.

Damage or Destruction. If, during (a) If (x) the Term of this Agreement, Managed Premises or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be damaged or destroyed "Substantially Damaged" (as defined below) by fire or other casualty, then Landlord casualty (a "Substantial Damage Termination") or (y) the Managed Premises or the Hotel shall be entitled damaged (whether or not substantially damaged) by an Unrestorable Casualty (as hereafter defined) then, in any such case, Owner shall have the right to retain all terminate this Agreement by delivering written notice thereof to Manager and this Agreement shall terminate ninety (90) days following the delivery of such notice. For purposes hereof, an "Unrestorable Casualty" shall mean a fire or other casualty in respect of which (1) the "net insurance proceeds payable proceeds" are not fully sufficient to restore the damaged or destroyed portion of the Hotel (including the Managed Premises) so that the Hotel (including the Managed Premises) shall be either substantially the same as it was prior to such casualty or an otherwise architecturally complete and economically viable restaurant of the same class, character and scope or (2) it is not reasonably practicable to restore the Hotel or Managed Premises by reason of and with respect applicable zoning law or other Laws or for other reasons beyond Owner's reasonable control. Owner shall exercise its right to terminate this Agreement (I) in the damage case of a Substantial Damage Termination, not later than ninety (90) days following adjustment of the claim under the Hotel's casualty policy (i.e., payment of the net insurance proceeds to Owner), or destruction (II) in the case of an Unrestorable Casualty, not later than ninety (90) days following Owner's final determination that such casualty constitutes an Unrestorable Casualty. For the purposes hereof, the Managed Premises shall be deemed to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: have been "Substantially Damaged" if (i) the casualty must be insured under Landlord's insurance policies, estimated length of time required to restore the Managed Premises substantially to its condition and Landlord’s obligation is limited character just prior to the extent occurrence of such casualty shall be in excess of ninety (90) days or, if the casualty occurs in the last two calendar years of the insurance proceeds received by LandlordTerm, in excess of three (3) months, or (ii) Landlord’s duty to repair and restore if the estimated cost of restorations exceeds 10% of the then current replacement cost of the Managed Premises (if the Managed Premises are destroyed) or Hotel (whether or not the Managed Premises are destroyed), or if the casualty occurs in the last two calendar years of the Term, such estimated cost of -48- <PAGE> restoration of the Managed Premises or Hotel exceeds 5% of the then current replacement cost of the Managed Premises or Hotel. If this Agreement shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord terminate in the event of damage to the Hotel or the Managed Premises, either because (i) the damage or casualty shall not give rise to a casualty involving right of Owner to terminate this Agreement or (ii) notwithstanding Owner's right to terminate this Agreement, Owner does not elect to terminate this Agreement within the Premises. Tenant hereby waives applicable time periods, then, provided restoration is permitted under the terms of any Secured Loan or Ground Lease and Owner shall have received "net insurance proceeds" sufficient to complete restoration, Owner shall (unless Manager elects to terminate this Agreement as provided below) proceed with all claims against Landlord for any compensation or damage for loss of use due diligence to commence and complete the restoration of the whole Managed Premises to its condition and character just prior to the occurrence of such casualty or any part otherwise to a standard for a restaurant of similar class, character and scope, and if such restoration is not substantially completed within two (2) years following the occurrence of the Premises and/or casualty, then Manager shall, as its sole remedy, have the right to terminate the Agreement by delivering notice thereof to Owner, in which case this Agreement shall terminate ninety (90) days after the delivery of such notice. If at any time Owner notifies Manager in writing that it will take more than two (2) years to substantially complete such restoration together with a revised estimate of the time for any inconvenience substantial completion, Manager shall, within 30 days after receipt of such notice, either elect to terminate or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationelect to stay (provided Owner completes such restoration within the revised estimated time).

Damage or Destruction. If(a) If the Improvements on the Property, during the Term of this Agreementor any part thereof, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or any other casualtycause, then Landlord and Borrower shall desire to restore the Improvements or shall be entitled required by Lender to retain all insurance proceeds payable by reason of and with respect to restore the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner Improvements, Borrower shall, subject to the following terms provisions of this Section, immediately proceed with the restoration thereof, and conditions: shall diligently complete the work of restoration, provided that Lender makes available to Borrower as restoration progresses any insurance proceeds actually paid to Lender in respect to such damage or destruction. If (i) the casualty must be insured under Landlord's insurance policies, and Landlordin Lender’s obligation is limited to the extent of reasonable judgment the insurance proceeds received by Landlord, are sufficient to complete the restoration; and (ii) Landlord’s duty to repair and restore no Default exists under the Premises Loan Documents (“Restoration Conditions”), Lender shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit advance the insurance proceeds to be used for such repair and restorationBorrower as restoration progresses. If any one or more of the Restoration Conditions does not exist, (iv) Landlord Lender shall have no obligation to repair and restore any personal property authorize further Advances on the Premises belonging Loan and may call the Loan immediately due and payable in accordance with the following paragraph; provided, however, if, in Lender’s reasonable judgment, the insurance proceeds are insufficient to Tenant complete the restoration, Borrower may, but is not required to, satisfy such condition by depositing with Lender such money as in Lender’s reasonable judgment is sufficient to complete the restoration in a timely manner and fully pay the costs thereof. (b) If in Lender’s reasonable judgment the Improvements cannot be restored in a timely manner as described above or, if Borrower does not or cannot deposit such money or additional money as in Lender’s reasonable judgment is required to complete the restoration and fully pay the cost thereof, or if a Default exists under the Loan Documents following the expiration of all applicable cure periods, such event shall be deemed an Event of Default hereunder, and Lender’s obligations to authorize further Advances on the Loan or to make insurance proceeds available for restoration shall immediately terminate. Lender may in such case apply any insurance proceeds to reduce the outstanding indebtedness of Borrower under the Loan, and may exercise any of Tenant’s employeesthe other remedies which are described in Section 9.2 hereof or in the Loan Documents. (c) In the case of loss, contractorsLender is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, agents or inviteesas its interest may appear, (v) Landlord and to collect and receipt for any proceeds. In the event Lender elects to apply the proceeds to restoration, in keeping with the Restoration Conditions, such proceeds shall have no obligation be made available, from time to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to time, under substantially similar terms and conditions as provided in this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received premises untenantable, the rent reserved hereunder shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire area leased hereunder, (ii) Landlord’s duty to repair and restore such reduction shall be apportioned from the Premises shall not begin until receipt date of the insurance proceedscasualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Tenant's leasehold improvements (iii) other than Landlord’s lender(s) must permit 's Work), alterations, betterments, fixtures or equipment, Tenant shall cause the insurance proceeds same to be used for such repair repaired or restored at Tenant's sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof except for Landlord's work. (b) If , during the Premises belonging to Tenant Lease term, a substantial portion of the building in which the premises is situated (including all, or any a portion of, the premises itself) are rendered wholly untenantable as the result of Tenant’s employeesfire, contractorsthe elements, agents unavoidable accident or inviteesother casualty (collectively, (v) "Casualty"), Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condition immediately prior to the casualty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive days, including, without limitation, any days after the Casualty. In the event of such period during which Landlord is repairing and restoring the Parking Facilitytermination, the rental payable by Tenant rent reserved hereunder shall be adjusted as of the date of the Casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and the rent reserved hereunder shall ▇▇▇▇▇. The abatement ▇ until the premises are again rendered tenantable. (c) Notwithstanding the foregoing provisions of this Section 14, if (i) following a Casualty, Tenant requests notice from Landlord as to the probable time for completion of the rent repair or restoration of the premises, Landlord notifies Tenant in writing (which notice shall be the exclusive remedy of Tenant against given within thirty (30) days following Tenant's request) that Landlord in good faith estimates that the event of a casualty involving repair or restoration will not be substantially completed within one hundred twenty (120) days from the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use date of the whole Casualty, or any part (ii) the Casualty occurs during the final year of the Premises and/or for any inconvenience Lease term, then and in such event, Tenant shall have the right to terminate this Lease, provided Tenant gives Landlord written termination notice after the expiration of such one hundred twenty (120) day period, (but prior to substantial repair or annoyance occasioned by any casualty and any resulting damage, destruction, repairrestoration of the premises), or restorationwithin fifteen (15) days after a Casualty occurring in the last year of its term, whichever is applicable, in which event the rent and other charges payable hereunder shall be adjusted as of the date of the Casualty.

Damage or Destruction. If, during 22.01. If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this lease shall not be terminated as in this Article 22 hereinafter provided), then then: (a) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason of and restore and rebuild the Base Building, to a condition substantially equivalent to the extent practicable (with respect to character, quality, utility and appearance) to that which existed prior to such damage, diligently and in a workmanlike manner after notice to it of the damage or destruction, and (b) Tenant shall (x) at Tenant's option, restore all or such portion of Tenant's Property as Tenant may elect to restore and (y) at Tenant's option, to be exercised separately with respect to each floor of the Premises, either (i) repair the damage to and restore such portion of the leasehold improvements on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all leasehold improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements (herein collectively called the "Improvements Restoration Work"); or (ii) demolish the leasehold improvements located on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) (herein called the "Improvements Demolition Work"), which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner after the substantial completion of Landlord's repairs and restoration of the Base Building. The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 12 hereof, except that, notwithstanding anything to the contrary contained in Article 12 Tenant shall not be obligated to pay any charge in connection with Landlord's review of Tenant's plans and specifications in connection with such work. The proceeds of policies providing coverage for leasehold improvements installed in the Premises shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is required to perform the same, and otherwise to be retained by Tenant. If this lease shall be terminated at the election of Tenant pursuant to this Article 22, then Tenant shall pay to Landlord, out of the proceeds of policies providing coverage for leasehold improvements or out of other Tenant funds as required, such amount as shall be required to perform the Improvement Restoration Work or the Improvements Demolition Work (as Tenant shall elect). Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring the leasehold improvements and (ii) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor. 22.02. If on account of fire or other casualty, all or a part of the Premises shall be rendered untenantable (whether as a result of damage or destruction to any portion of the Premises or damage or destruction to other parts of the Building) the Fixed Rent and the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises (taking into account and making an adjustment on account of any damage to, and the Fixed Rent payable with respect to, space added to the Premises pursuant to the provisions of Article 4 hereof) for the period from the date of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct date on which the Parking Facility in a commercially reasonable and efficient manner subject to last of the following terms and conditions: events shall occur: (i) the casualty must be insured under Landlord's insurance policies, repair and Landlord’s obligation is limited to the extent restoration of the insurance proceeds received Premises Base Building Elements shall have been substantially completed by LandlordLandlord (provided, (ii) Landlord’s duty however, that if such repairs would have been substantially completed at an earlier date but for Tenant's having failed to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for reasonably cooperate with Landlord in effecting such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on then the Premises belonging Base Building Elements shall be deemed to Tenant or any of Tenant’s employees, contractors, agents or invitees, have been repaired and restored substantially on such earlier date (v) Landlord shall have no obligation to restore and the damage or destruction (or to complete any restoration) during the last year opinion of the Term or of any Option Period if Tenant has delivered notice that it is not renewing Casualty Consultant in this regard shall be controlling on this issue)); and (ii) the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreementdamaged leasehold improvements could be restored, and the fixtures and equipment replaced, with due diligence and dispatch (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as commencing immediately after Landlord's substantial completion of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part restoration of the Premises and/or for Base Building Elements) with materials of like kind and quality to the same condition as existed prior to such damage; and (iii) the repair and restoration of any inconvenience other parts of the Base Building shall have been substantially completed to the extent, if any, required to render the Premises tenantable, substantially as immediately prior to the occurrence of such fire or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.casualty;

Damage or Destruction. If(a) Promptly, during and in any case within three (3) Business Days after the Term occurrence thereof, Borrower shall notify Agent of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by any fire or other casualty, then Landlord Casualty with respect to any portion of any Property if Borrower’s reasonably foresees that of the cost of Restoration will exceed the lesser of (i) $1,000,000 or (ii) five percent (5%) of the Allocated Loan Amount for the applicable Property. Such notice also shall generally describe the nature and extent of such Casualty and set forth Borrower’s best estimate of the cost of Restoration. (b) Agent shall be entitled to retain receive all insurance proceeds payable with respect to any Property on account of a Casualty. Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of Borrower to any such insurance proceeds, award or payment. Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are greater than $1,500,000 (the “Casualty Proceeds ________________________________________________________________________________________________________________________ Disbursement Threshold”) without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by reason Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 8.12 or Section 8.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 8.12(g) hereof. (c) Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances, whether or not Borrower shall have satisfied the requirements of Section 8.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) With respect to any Property, in the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be applied or dealt with by Agent as follows: (i) The Net Proceeds shall be disbursed in accordance with the requirements of Article III of this Loan Agreement such that the Net Proceeds shall be advanced in the same manner as the disbursement of the proceeds of the Cash Flow Collection Account if the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (ii) no Default or Event of Default shall have occurred and be continuing; (iii) Borrower shall have delivered to Agent within sixty (60) days after the occurrence of the Casualty, a notice of Borrower’s desire to undertake the Restoration; (iv) Borrower shall have demonstrated to the satisfaction of Agent that the Restoration can be completed at least three (3) months prior to the then-current Maturity Date, or such earlier time as may be required by applicable Legal Requirements; (v) Borrower shall have demonstrated to the satisfaction of Agent that sufficient funds are available to Borrower through rent and/or business interruption insurance maintained pursuant to Section 8.11 hereof, cash and/or a ________________________________________________________________________________________________________________________ letter of credit or other similar cash-equivalent security reasonably satisfactory to Agent as to form, content and issuer, and which shall be for the benefit of Agent, to pay all debt service with respect to the damage or destruction Loan and all operating expenses with respect to such Property during the Premises and Landlord shall rebuild or reconstruct period reasonably estimated by Borrower as necessary for the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent completion of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.Restoration;

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Building or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), then (i) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason and restore and rebuild the Building and the core and shell of the Premises (excluding Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with respect reasonable dispatch after notice to the it of such damage or destruction to and the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent collection of the insurance proceeds received attributable to such damage (“Landlord’s Restoration Work”), and (ii) Tenant shall repair the damage to and restore and repair Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof, all to the extent necessary for Tenant to continue to conduct its business operations from the Premises, with reasonable dispatch after the substantial completion of Landlord’s repairs and restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. Provided that this Lease shall not be terminated by Landlord or Tenant, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall, (x) be paid to Tenant if the same shall be disbursed by Tenant’s insurance company in progress payments agreed to by Landlord and Tenant to fund the cost of Tenant’s Restoration Work as the performance of such work progresses, or (y) if such proceeds shall be disbursed by Tenant’s insurance company in a “lump sum”, or single advance payment, be paid to Landlord and segregated in an escrow account with an agent (“Escrow Agent”) selected by Landlord and reasonably approved by Tenant for the purpose of the casualty in question, whereupon the proceeds shall be disbursed by Escrow Agent to Tenant in payment of the cost of Tenant’s Restoration Work as the performance of such work progresses, against certificates, in form and substance and certified by a person satisfactory to Landlord and Escrow Agent, showing that the disbursement to be made represents not more than ninety percent (90%) of the cost of the work and materials described in the certificate and that the estimated cost of completion of Tenant’s Restoration Work does not exceed the undisbursed balance of such proceeds (exclusive of the ten percent (10%) retention, which shall be released upon delivery to Landlord of true and complete copies of all necessary governmental permits and certificates for final approval of Tenant’s Restoration Work, together with a copy of Tenant’s “as-built” plans and specifications therefor). In the event of disbursement of the proceeds pursuant to clause (y) above, the balance of such proceeds shall be paid by Escrow Agent to Tenant upon the presentation of a like certificate, satisfactory to Landlord and Escrow Agent, evidencing that Tenant’s Restoration Work has been completed and that there are no mechanics’ or other liens outstanding relating thereto. Notwithstanding anything to the contrary contained herein, if this Lease shall be terminated by Landlord or Tenant pursuant to this Article 19, or if this Lease shall expire without Tenant’s Restoration Work having been performed, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall be paid to Landlord. Tenant shall be solely responsible for (A) the amount of any deductible under the policy insuring Tenant’s improvements and betterments and (B) the amount, if any, by which the cost of repairing and restoring Tenant’s improvements and betterments exceeds the available insurance proceeds therefor. When operating under Section 19.01(b) hereof, or if this Lease shall be terminated or expire without Tenant’s Restoration Work having been performed, the amount due in accordance with subparagraph (A) above shall be Additional Charges under this Lease and payable by Tenant to Landlord upon demand. The proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Notwithstanding anything to the contrary contained in this Article, if in Landlord’s sole discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (i) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (“Specified Restoration Work”), (ii) Landlord’s duty to repair Landlord shall perform such Specified Restoration Work and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit Tenant shall pay to Landlord (or Landlord shall retain from the insurance proceeds paid to be used for Landlord in accordance with Section 19.01(a) hereof) the cost of such repair and restoration, Specified Restoration Work within ten (iv10) Landlord days following the giving of Landlord’s written demand therefor (provided that Tenant shall have no obligation to repair and restore any personal property on received the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to insurance proceeds in accordance with Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.19.01(a)

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received by Landlordpremises untenantable or if, (ii) Landlord’s duty as a result thereof, the common areas are so damaged or destroyed that access to repair and restore the Premises premises is denied or materially adversely affected, the rent reserved hereunder shall not begin until receipt be reduced during the period of untenantability of the insurance proceedspremises or denial of access or material interference with access to the premises proportionately to the amount by which the area so rendered untenantable or which Tenant is unable to use as the result of such denial of access or material interference therewith bears to the entire gross rentable area of the premises, (iii) Landlord’s lender(s) must permit and such reduction shall be apportioned from the insurance proceeds date of the casualty to the date when the premises are rendered fully tenantable. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Tenant's leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall cause the same to be used for such repair repaired or restored at Tenant's sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Premises belonging to Tenant Lease term, the premises or any a substantial portion of Tenant’s employeesthe Building are rendered wholly untenantable as the resul t of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condi tion immediately prior to the casual ty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive daysdays after the fire, including, without limitation, any accident or casualty. In the event of such period during which Landlord is repairing and restoring the Parking Facilitytermination, the rental payable by Tenant rent reserved hereunder shall be adjusted as of the date of the fire, accident or casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and the rent reserved hereunder shall ▇▇▇▇▇. The abatement of ▇ until the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationpremises are again rendered tenantable.

Damage or Destruction. If, during (a) In the Term of this Agreement, event the entire Parking Facility or such portion thereof as shall render Building in which the Premises unsuitable for are located is damaged by any peril included within the continued conduct classification of “Special Causes of Loss:” (i) In the event of total destruction of the Tenant’s and its invitees activities thereonBuilding, this Lease shall automatically be damaged terminated as of the date of such casualty. (ii) In the event of partial destruction of the Building, or destroyed by fire of total or other casualtypartial destruction of the Premises, then Landlord shall upon issuance of all necessary permits, be entitled responsible for repairing or restoring such damage, except in the circumstances hereinafter provided. If the Premises or Building is damaged and (1) the repair or restoration thereof, in Landlord’s opinion, cannot be completed within two hundred eighty (280) days of the date of casualty; (2) the repair or restoration is not covered by insurance required to retain all be maintained by Landlord pursuant to this Lease, or the estimated cost thereof exceeds the insurance proceeds payable by reason of and with respect available for repair or restoration plus any amount which Tenant is obligated or elects to pay for such repair or restoration; (3) the damage or destruction to renders 30% of the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: Building wholly untenantable; (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii4) Landlord’s duty lender does not elect to make insurance proceeds available to Landlord for repair and restoration; or (5) Tenant has vacated the Premises or is in default under this Lease beyond all applicable notice and cure periods, Landlord shall have the option to either terminate this Lease or to repair and or restore the Premises shall not begin until receipt of or the insurance proceedsBuilding. In the event that Landlord elects to terminate this Lease, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging give notice to Tenant or any within ninety (90) days after the occurrence of Tenant’s employeessuch damage, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminating this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Datedate specified in such notice, which date shall be not less sixty (60) days after the giving of such notice. During In the period event such notice is given, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date specified in the notice, and the Rent (abated proportionately in the ratio to which Tenant’s use of said Premises has been impaired since the Parking is unavailable date of such partial destruction of the Building or of the Premises) shall be paid up to a the date of termination. Landlord shall refund to Tenant the Rent theretofore paid for any reason caused by Landlord during period of time subsequent to such date and return to Tenant the Term Letter of Credit. (b) Upon any termination of this Agreement for a period Lease under any of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilityprovisions of this Section, the rental payable by parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to the Landlord, except for items which have theretofore accrued and are then unpaid or expressly survive the expiration or earlier termination of this Lease. (c) In the event Landlord repairs or restores as herein provided, the Rent to be paid under this Lease shall be abated proportionately in the ratio which Tenant’s use of said Premises has been impaired since the date of such partial destruction of the Building or of the Premises until Landlord has substantially completed the repair and restoration work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises which is untenantable during such period. Tenant shall ▇▇▇▇▇. The abatement of the rent shall not be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for entitled to any compensation or damage damages from Landlord for loss of the use of the whole or any part of the said Premises and/or or for any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, repair or restoration. (d) Notwithstanding any destruction or damage to the Premises, Building, Facilities, or Real Property, Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section. Notwithstanding anything to the contrary contained in this Section, should Landlord be delayed or prevented from repairing or restoring said damaged Premises for two hundred eighty (280) days from the date of the casualty, Tenant shall have the right to terminate this Lease until such time as Landlord substantially completes the repair or restoration provided, however, that if Landlord is delayed by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor, materials or utilities, or other cause beyond the control of Landlord, then Tenant shall not have the right to terminate the Lease until three hundred (300) days from the date of the casualty have elapsed. Landlord shall have the right to terminate this Lease in the event it is delayed or prevented from repairing or restoring the Premises for one (1) year from the date of the casualty if such delay is due to reasons of acts of God, war, governmental restrictions, Landlord’s inability to procure the necessary labor, materials or utilities, or other causes beyond the reasonable control of Landlord; provided, however, that such right shall terminate upon substantial completion of the repairs or restoration. In the event either Landlord or Tenant terminates this Lease pursuant to this Section, such termination shall be effective upon thirty (30) days prior written notice. (e) In the event of partial destruction of more than 15% of the Premises or Building due to any cause other than a peril included within the classification of “Special Causes of Loss,” Landlord may elect to terminate this Lease. (f) It is hereby acknowledged that if Landlord is obligated to, or elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of said Building and said Premises which were originally provided at Landlord’s expense (including, without limitation, the Landlord’s Work), and the repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant. Tenant understands that Landlord will not carry insurance of any kind on Tenant’s furniture, furnishings, fixtures, or equipment, and that Landlord shall not be obligated to repair any damage thereto or replace the same. Tenant agrees that, upon substantial completion of any repairs or restoration required herein, Tenant shall promptly replace or fully repair all of Tenant’s personal property, inventory, track fixtures and other improvements constructed by Tenant to like or similar conditions as existed at the time immediately prior to such damages or destruction. (g) Notwithstanding anything to the contrary contained in this Section, either party shall have the right to terminate this Lease upon not less than thirty (30) days prior written notice when the damage resulting from any material casualty covered under this Section occurs during the last twelve (12) months of the term of this Lease or any extension thereof, whereupon this Lease shall terminate effective as of the date of such casualty and Landlord shall refund to Tenant the Rent theretofore paid for any period of time subsequent to such date and return to Tenant the Letter of Credit. (h) The provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the Civil Code of the State of California, including any amendments thereto and any other law which may hereinafter be in force during the term of this Lease which authorizes the termination of the Lease upon the partial or complete destruction of the Premises, are hereby waived by Tenant.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the Project and/or the Building, or any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and any common restrooms serving the Premises shall not be materially impaired. Landlord shall make commercially reasonable efforts to minimize, but shall not otherwise be liable for, any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant's occupancy, and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's employees, contractors, licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant's Share of Operating Expenses and Tenant's Tax Share of Taxes to the extent Landlord is reimbursed from the proceeds of rental interruption insurance purchased by Landlord as part of Operating Expenses, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof. 19.2 Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord's discovery of such damage (the "Damage Discovery Date"), such notice to include a termination date giving Tenant one hundred twenty (120) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred eighty (180) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible amounts in the case of a casualty other than earthquake or flood) by Landlord's insurance policies. In addition, if the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 19, Landlord shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within thirty (30) days after the Damage Discovery Date, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination (subject to any abatement under Section 19.1), and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the "Landlord Repair Notice") to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable by reason of to Tenant under Tenant's insurance required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant's Property), and Landlord shall repair any injury or damage or destruction to the Tenant Improvements, alterations, finishes and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations, finishes and Original Improvements to their original condition; provided that if the cost of such repair by Landlord shall rebuild or reconstruct exceeds the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: sum of (iA) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent amount of the insurance proceeds received by LandlordLandlord from Tenant's insurance carrier, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceedsas assigned by Tenant, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.plus

Damage or Destruction. If, during A. In the Term of this Agreement, event the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building is damaged or destroyed by fire or other casualtyperils then Sublessee shall give written notice to Lessor, then Landlord First Sublessor and Sublessor of such event. Thereafter Sublessee shall have the same rights Sublessor may have under the Master Lease to terminate this Sublease. Such right to terminate shall be entitled exercised by giving written notice to retain all insurance proceeds payable by reason Sublessor not less than ten (10) days prior to such date that Sublessor must notify Lessor of and with respect Sublessor's intention to terminate the Master Lease. B. Upon any termination of this Sublease under this Article, the parties shall be released thereby without further obligation to the damage or destruction to other from the date possession of the Premises is surrendered to Sublessor except for the items which have theretofore accrued and Landlord are then unpaid. C. In the event of repair, reconstruction and restoration of the Building by Lessor as provided in the Master Lease, Rent for the Premises shall rebuild or reconstruct be abated during the Parking Facility period of repair, reconstruction and restoration if and as provided in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Master Lease. Except to the extent of the insurance proceeds received by Landlordsuch abatement, (ii) Landlord’s duty to repair this Sublease shall remain in full force and restore the Premises effect. Sublessee shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds be entitled to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage damages for loss of in the use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration. D. It is hereby understood that if Sublessor, First Sublessor or Lessor is obligated to repair or restore as herein provided, Sublessor or Lessor is obligated to make repairs or restoration only of those portions of the Building and the Premises which were originally provided at Sublessor or Lessor's expense, and the repair and restoration of items not provided at Sublessor or Lessor's expense shall be the obligation of Sublessee.

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

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 22.1 - Landlord's Obligation to Repair and Reconstruct. (a) If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially damaged or destroyed by fire or other casualtycasualty insurable under standard extended coverage insurance but are not thereby rendered unsuitable for the purposes contemplated hereunder in any manner, then Landlord shall cause the Premises to be entitled repaired subject to retain all insurance proceeds payable Subsections (c) and (d) herein and Section 22.2, and the Fixed Minimum Rent and Additional Charges shall not be abated. If by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore such occurrence the Premises shall not begin until receipt be rendered unsuitable for the purposes contemplated hereunder only in part, Landlord shall cause the Premises to be repaired subject to Subsections (c) and (d) herein and Section 22.2, and the Fixed Minimum Rent and Additional Charges shall be abated proportionately as to the portion of the insurance proceeds, Premises rendered unsuitable for the purposes contemplated hereunder until the earlier to occur of sixty (iii60) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall days after Land▇▇▇▇'▇ ▇. The abatement estoration work has been substantially completed or the date the Premises so repaired has reopened for business. (b) Subject to Section 22.2, if the Premises shall be rendered wholly unsuitable for the purposes contemplated hereunder by reason of such occurrence and the remainder of the rent term of the Lease (hereinafter called the "residual term") is two (2) Lease Years or more, Landlord shall cause the Premises to be repaired in accordance with Subsection (c) herein (subject to reasonable delays occasioned by adjustment of losses with insurance carriers or for any cause beyond Landlord's control), and the Fixed Minimum Rent and Additional Charges shall be abated until the exclusive remedy earlier to occur of sixty (60) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (c) If Landlord is required or elects to repair or reconstruct the Premises under the provisions of this Article XXII, its obligation shall be limited to those repairs to the Premises which were Landlord's obligation to perform for Tenant against at the commencement date of this Lease. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly refixture and reconstruct the Premises and recommence business in the event of a casualty involving the Premises. all parts thereof. (d) Tenant hereby waives all claims against Landlord for shall not be entitled to any compensation or damage damages, other than stated herein, from Landlord for the loss of the use of the whole or any part of the Premises and/or for or damage to Tena▇▇'▇ ▇ersonal property or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration. Section 22.2 - Landlord's Option to Terminate. If (1) the Premises are rendered wholly untenantable, or damaged as a result of any cause which is not covered by Landlord's insurance; (2) the Premises are damaged or destroyed in whole or in part during the last two (2) Lease Years of the Term; or (3) the Shopping Center

Damage or Destruction. If(a) Borrower hereby irrevocably assigns, during the Term transfers and sets over to Agent all rights of this AgreementBorrower to any business interruption/rent loss, the entire Parking Facility property and terrorism insurance proceeds, award or such portion thereof as shall render payment or other insurance proceeds payable with respect to the Premises unsuitable for the continued conduct on account of the Tenant’s and its invitees activities thereonany Casualty. Subject to Section 7.12(b) hereof, shall be damaged or destroyed by fire or other casualty, then Landlord (i) Agent shall be entitled to retain collect and receive all business interruption/rent loss, property, terrorism and other insurance proceeds payable by reason of and with respect to the damage Premises on account of a Casualty and until disbursed such proceeds shall constitute additional security for the Obligations, (ii) Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or destruction otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s claim for any such insurance proceeds and to collect such proceeds and (iii) Agent may participate in all proceedings and negotiations in connection with such proceeds subject to the Premises other provisions of this Section 7.12 and Landlord Borrower will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall rebuild be under no obligation to question or reconstruct maximize the Parking Facility amount of the proceeds or obtain any particular amount of proceeds. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Borrower shall upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such proceeds to Agent, free and clear of any encumbrances of any kind or nature whatsoever. Agent may be represented by counsel satisfactory to it, the reasonable expenses of which shall be paid by Borrower. (b) Notwithstanding Section 7.12(a) hereof, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the sole right to collect and receive all such insurance proceeds and to file, adjust, settle and prosecute any claim for insurance proceeds with respect to a Casualty, the insurance proceeds with respect to which are reasonably expected to be less than or equal to $1,000,000 (the “Casualty Proceeds Disbursement Threshold”); provided, however, that Borrower shall not have the right to collect and receive and shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are reasonably expected to be or are greater than the Casualty Proceeds Disbursement Threshold without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 7.12 or Section 7.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary (but subject to the second sentence of Section 7.12(g) hereof), all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 7.12(g) hereof. (c) Borrower shall use all insurance proceeds actually received by Borrower for Restoration. Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to lien-free completion the Restoration in a commercially reasonable good and efficient workmanlike manner and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances, the Property Management Agreement, the License Agreement and the Leases, whether or not Borrower shall have satisfied the requirements of Section 7.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the insurance proceeds payable are less than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be payable directly to Borrower (or if paid to Agent, Agent shall disburse same to Borrower) for Restoration. In the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be made available to Borrower for the Restoration of the Premises from time to time as the Restoration progresses, subject to compliance by Borrower with Section 7.12(c) hereof and satisfaction of the following terms and conditions: conditions for each disbursement (each a “Release Condition” and collectively, the “Release Conditions”): (i) the casualty must No First Tier Default or Event of Default shall have occurred and be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, continuing; (ii) Landlord’s duty to repair and restore Agent shall have been provided an Appraisal certifying that upon completion of the Premises Restoration, the outstanding principal balance of the Loan, shall not begin until receipt exceed fifty-five percent (55%) of the insurance proceeds, Appraised Value; (iii) Landlord’s lender(sBorrower shall have demonstrated to the satisfaction of Agent that the Restoration can be completed at least six (6) must permit months prior to the insurance proceeds to then-current Maturity Date, or such earlier time as may be used for such repair and restoration, required by applicable Legal Requirements; (iv) Landlord To the extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have no obligation deposited with Agent sums in an amount at least equal to repair and restore the excess, if any, of Agent’s reasonable estimate of the costs of the Restoration over the amount of Net Proceeds received by Agent with respect to such Casualty, which additional sums shall be disbursed by Agent prior to any personal property on the Premises belonging to Tenant or any disbursements of Tenant’s employees, contractors, agents or invitees, insurance proceeds; (v) Landlord Borrower shall have no obligation demonstrated to restore the damage or destruction (or to complete any restoration) during satisfaction of Agent that sufficient funds are available through the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement rent and/or business interruption insurance deposited with Agent pursuant to Section 2.2 or if Tenant has no more extension options pursuant 7.12(g) hereof and/or cash deposited with Agent to this Agreementbe disbursed in accordance with Section 7.12(g) hereof, to pay all debt service with respect to the Loan and all operating expenses with respect to the Premises during the period reasonably estimated by Agent as necessary for the completion of the Restoration and the extended indemnity period referred to in item (1d) of Addendum A to Schedule 7.11 hereto; (vi) Landlord intentionally omitted; (vii) Agent shall rebuild or reconstruct have received architectural and/or engineering plans and specifications for the Parking Facility to a configuration substantially equivalent to that configuration which existed as Restoration and an estimate of the Commencement Date. During costs and expenses of the period Restoration, all of which shall be in form reasonably acceptable to Agent; and (viii) Prior to any disbursement by Agent, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and submitted to Agent, which information and documentation shall be in form and substance reasonably satisfactory to Agent: (A) A request for disbursement signed by Borrower, accompanied by billing statements, vouchers or invoices, which request for disbursement shall expressly warrant that the work with respect to which the Parking advance is unavailable requested has been performed in all material respects in accordance with the approved plans and specifications for the Restoration; (B) Proof that all invoices for labor and materials previously submitted by Borrower and approved and reimbursed by Agent have been paid, except for those the subject of the current request for disbursement; (C) Lien waivers for all payees under previous requests for disbursements; (D) A report from Borrower’s architect or if Agent shall elect, such consultant as Agent shall retain, which shall specify the percentage of completion of the Restoration, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Agent, an estimate of the cost to complete the Restoration after taking into account the work then completed; (E) At the request of Agent, a Tenant Title Continuation; (F) Copies of the architect, trade contract and all other material agreements pursuant to which the Restoration shall be done, and which also shall be reasonably satisfactory to Agent as to the party performing the construction obligations thereunder; (G) An assignment to Agent of all such agreements, together with the written consent to such assignments by all parties to such contracts and an agreement to continue performance thereunder at Agent’s request; and (H) Such other information and documentation as Agent may reasonably request regarding the Improvements and the Restoration and the cost thereof. (e) If one or more of the Release Conditions set forth in subsections (ii) through (vii) of Section 7.12(d) hereof are not satisfied within one hundred and twenty (120) days after the date of the Casualty, then all Net Proceeds shall be applied in accordance with Section 7.14 hereof. If an Event of Default occurs, all Net Proceeds shall also be applied in accordance with Section 7.14 hereof. If a First Tier Default occurs, or one or more of the Release Conditions set forth in subsection (viii) of Section 7.12(d) hereof are not satisfied, Agent shall, with respect to the applicable disbursement, continue to hold the Net Proceeds until those conditions are satisfied or, if applicable, such First Tier Default ceases to exist, subject to the other terms of this Section 7.12(e). (f) All reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of Agent’s construction consultants and inspectors) shall be paid by Borrower. Any Net Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration will, provided there exists no Event of Default, be distributed by Agent to Borrower. (g) Business interruption/rent loss insurance proceeds of Borrower shall be deposited into an interest-bearing account or subaccount of Agent as further security for the Obligations. If the insurer remits such proceeds to Borrower rather than directly to Agent, Borrower shall promptly pay such proceeds over to Agent. Provided no First Tier Default or Event of Default shall have occurred and be continuing, Agent shall use such proceeds to pay Interest, principal due and payable under Section 2.4 hereof and other sums that become due and payable under the Loan Documents as and when due and after payment or reservation of such sums for any reason caused by Landlord during the Term of this Agreement calendar month, at Borrower’s written request from time to time on a monthly basis, Agent shall disburse such proceeds to Borrower to pay for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing reasonable and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part necessary expenses of the Premises and/or incurred in the ordinary course of the ownership, maintenance and operation of the Premises for such calendar month, and FF&E Expenditures payable in such calendar month, in each case incurred in accordance with the applicable operating budget and Approved FF&E/Capital Budget and provided that the payment of any such amount is not prohibited by the terms hereof. Borrower hereby grants to Agent a security interest in all rights of Borrower in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to such account specified in this Loan Agreement and in any other Loan Document. The credit balance in such account or subaccount may be commingled with the general funds of Agent. Borrower shall pay all fees and costs with respect to such account. Neither Agent nor Lenders shall be liable for any inconvenience loss of interest on or annoyance occasioned by any casualty and any resulting damagepenalty or charge assessed against the funds in, destruction, repairpayable on, or restorationcredited to such account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the balance of such account in accordance with this Section 7.12(g). Agent shall have sole control over such account. Any business interruption/rent loss insurance proceeds remaining after completion of the Restoration shall, at Agent’s election, be distributed to Borrower or applied as a mandatory prepayment of the Loan.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 22.1 - Landlord's Obligation to Repair and Reconstruct. (a) If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially damaged or destroyed by fire or other casualtycasualty but are not thereby rendered untenantable in any manner, then Landlord shall cause the Premises to be repaired at Landlord's expense subject to Subsections (c) and (d) herein and the rent shall not be abated. If by reason of such occurrence the Premises shall be rendered untenantable only in part, Landlord shall cause the Premises to be repaired at Landlord's expense subject to Subsections (c) and (d) herein, and the Fixed Minimum Rent and Additional Charges shall be abated proportionately as to the portion of the Premises rendered untenantable until the earlier to occur of ninety (90) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (b) Subject to Section 22.2, if the Premises shall be rendered wholly untenantable or inaccessible by reason of such occurrence, Landlord shall cause the Premises to be repaired at Landlord's expense in accordance with Subsection (c) herein (subject to reasonable delays occasioned by adjustment of losses with insurance carriers or for any cause beyond Landlord's control), and the Fixed Minimum Rent and Additional Charges shall be abated, until the earlier to occur of ninety (90) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (c) If Landlord is required or elects to repair or reconstruct the Premises under the provisions of this Article XXII, its obligation shall be limited to those repairs to the Premises which were Landlord's obligation to perform pursuant to Exhibit SBG1.0. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly refixture and reconstruct the Premises and recommence business in all parts thereof. (d) Tenant shall not be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage damages, other than stated herein, from Landlord for the loss of the use of the whole or any part of the Premises and/or for or damage to Tenant's personal property or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration.

Damage or Destruction. SECTION 15.01. In case of casualty to the Building resulting in damage or destruction exceeding $100,000 in the aggregate, Sublessee shall promptly give written notice thereof to Sublessor. Regardless of the amount of any such damage or destruction, Sublessee shall at its sole cost and expense, and whether or not the insurance proceeds, if any, shall be sufficient for the purpose, restore, repair, replace, rebuild or alter the Building as nearly as possible to its value, condition and character immediately prior to such damage or destruction and in conformity with the requirements of the Ground Lease, the Mesne Lease and the provisions of Article 9 hereof. Such restoration, repairs, replacements, rebuilding or alterations shall be commenced promptly and prosecuted with reasonable diligence. SECTION 15.02. Subject to the provisions of the Ground Lease and the Mesne Lease, all insurance proceeds received by Sublessor or any insurance trustee selected by Sublessor pursuant to Section 5.05 hereof, on account of such damage or destruction, less the actual cost, fees and expenses, if any, incurred in connection with adjustment of the loss, shall be applied by Sublessor or such insurance trustee to pay or reimburse Sublessee for the payment of the cost of the aforesaid demolition, restoration, repairs, replacement, rebuilding or alterations, including the cost of temporary repairs or for the protection of property pending the completion of pemanent restoration, repairs, replacements, rebuilding or alterations (all of which temporary repairs, protection of property and permanent restoration, repairs, replacement, rebuilding or alterations are hereinafter collectively referred to as the "restoration"), and shall be paid out from time to time as such restoration progresses upon the written request of Sublessee which shall be accompanied by the following: (1) A certificate signed by Sublessee, dated not more than 30 days prior to such request, setting forth the following: (A) That the sum then requested either has been paid by Sublessee, or is justly due to contractors, subcontractors, materialmen, engineers, architects, or other persons who have rendered services or furnished materials for the restoration therein specified, the names and addresses of such persons, a brief description of such services and materials, the several amounts so paid or due to each of said persons in respect thereof, that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Sublessee, and that the sum then requested does not exceed the value of the services and materials described in the certificate. (B) That, except for the amount, if any, stated (pursuant to the foregoing subclause (1) (A)) in such certificate to be due for services or materials, there is no outstanding indebtedness known to the persons signing such certificate, after due inquiry, which is then due for labor, wages, materials, supplies or services in connection with such restoration. (C) That the cost, as estimated by the persons signing such certificate, of the restoration required to be done subsequent to the date of such certificate in order to complete the same, does not exceed the insurance money, plus any amount deposited by Sublessee to defray such cost and remaining in the hands of Sublessor or such insurance trustee after payment of the sum requested in such certificate. (2) A title company or official search, or other evidence satisfactory to Sublessor or the insurance trustee, CON 5024 PAGE 572 47 showing that there have not been filed with respect to the Demised Premises, any vendor's, contractor's, mechanic's, laborer's or materialman's statutory or similar lien which has not been discharged of record, except such as will be discharged upon payment of the sum requested in such certificate. (3) An opinion of counsel (who may be counsel to Sublessee) stating that the instruments which have been or are therewith delivered to Sublessor or to such insurance trustee conform to the requirements of the foregoing clauses (1) and (2) of this Section and that, upon the basis of such request, the insurance proceeds, the withdrawal of which is then requested, may be properly paid over under this Section. The certificate required by clause (1) of this Section 15.02 shall be signed also by the architect and/or engineer in charge of the restoration, who shall be selected by Sublessee and approved in writing by Landlord and by Sublessor (which approval of Sublessor shall not be unreasonably withheld) and (in the case of proceeds of insurance provided for in Section 5.01) by the Ground Lessor. Upon compliance with the foregoing provisions of this Section 15.02 and with the requirements of the Ground Lease, Sublessor or such insurance trustee shall, out of such insurance money, pay or cause to be paid to Sublessee or the persons named (pursuant to subclause (1) (A) of this Section 15.02) in such certificate the respective amounts stated therein to have been paid by Sublessee or to be due to them, as the case may be. If the insurance money at the time available for the purpose, less the actual cost, fees and expenses, if any, incurred in connection with the adjustment of the loss, shall be insufficient to pay the entire cost of such restoration, Sublessee shall pay the deficiency. Upon receipt by Sublessor or such insurance trustee of satisfactory evidence of the character required by clauses (1) and (2) of this Section 15.02 that the restoration has CON 5024 PAGE 573 48 been completed and paid for in full and that there are no liens of the character referred to therein, any balance of the insurance money held by Sublessor or such insurance trustee or to which Sublessor may be entitled pursuant to the Mesne Lease shall be paid to Sublessee. SECTION 15.03. If, during the Term last five years of the last renewal term of this Agreementlease, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Building shall be damaged or destroyed by fire or other casualtyotherwise, then Landlord and as a result thereof Sublessor shall be entitled to retain all insurance proceeds payable by reason of and with respect to terminate the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement Mesne Lease pursuant to Section 2.2 15.03 thereof, (a) nothing herein contained shall prohibit the Sublessor from exercising such right of termination, (b) Sublessee shall have a corresponding right to terminate this lease; and (c) in case of any such termination of the Mesne Lease by Landlord or if Tenant has no more extension options pursuant to Sublessor, this Agreement, and (vi) Landlord lease shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed terminate as of a date prior to the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term date of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement termination of the rent Mesne Lease and Sublessor shall be give Sublessee at least 20 days' prior written notice of the exclusive remedy date of Tenant against Landlord such termination. SECTION 15.04. Except as provided in the event Section 15.03 hereof, no destruction of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of to the whole Demised Premises or any part thereof by fire or any other casualty shall terminate or permit Sublessee to surrender this lease or shall relieve Sublessee from its liability to pay the full basic rent and additional rent and other charges payable under this lease or from any of its other obligations under this lease, and Sublessee waives any rights now or hereafter conferred upon it by statute or otherwise to quit or surrender this lease or the Demised Premises and/or for or any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repairpart thereof, or restoration.to any suspension, diminution, abatement or reduction of rent on account of any such destruction or damage. CON 5024 PAGE 574

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

Damage or Destruction. (a) In the event of damage to or destruction of any portion of the TDD Project resulting from fire or other casualty during the Term, the net proceeds of any insurance relating to such damage or destruction shall be paid into an account controlled by Developer’s lender, if any, that has a security interest in the portion of the TDD Project that was damaged (or in the event such portion of the District is not mortgaged for the benefit of Developer’s lender, then such account shall be controlled by Developer), and used in accordance with this Section of the Agreement ("Casualty Escrow"). (b) If, at any time during the Term of this AgreementTerm, the entire Parking Facility Project or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtya casualty (the "Damaged Facilities"), then Landlord Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to retain all insurance proceeds payable draw upon the Casualty Escrow for payment of said costs. Funds in the Casualty Escrow shall not be used for any purpose other than repair, restoration, and/or replacement of the Damaged Facilities until such repair, restoration, and/or replacement required by reason this Section is complete. (c) Nothing in this section will require the Developer to expend funds in excess of and with respect the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities. (d) Notwithstanding anything in this Section to the damage or destruction to contrary, the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: parties hereby agree that: (i) the The requirement in this Section that net casualty must insurance proceeds be insured under Landlord's insurance policiesdeposited into a Casualty Escrow, and LandlordDeveloper’s obligation is limited to repair, restore, and replace the extent Damaged Facilities, shall not apply where the Damaged Facilities consisted of the insurance proceeds received by Landlord, non-retail operations that do not generate TDD Sales Tax; and (ii) Landlord’s duty to repair and restore Upon the Premises shall not begin until receipt earlier of (A) satisfaction in full of the insurance proceedsKDOT Payment, or (iiiB) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant termination or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year expiration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this KDOT Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as this Section of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation no further force or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationeffect.

Damage or Destruction. IfNotwithstanding anything to the contrary contained in this Sublease, during in the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by event any fire or other casualtycasualty renders the whole or any material part of the Premises or the Building untenantable, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: such event (i) if the casualty must be insured Master Lease terminates according to its terms or because either Landlord or Sublandlord exercises a right under Landlord's insurance policiesthe Master Lease to terminate the Master Lease, then this Sublease shall terminate upon termination of the Master Lease, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty if the Master Lease does not terminate according to repair its terms, and restore if neither Landlord nor Sublandlord exercises a right to terminate the Master Lease, then this Sublease shall remain in full force and effect, and for so long as any portion of the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant are untenantable Base Rent shall ▇▇▇▇▇. The abatement ▇ pro rata based upon the area of the rent shall be Premises that is untenantable as compared to the exclusive remedy total area of Tenant against Landlord the Premises. Notwithstanding the foregoing, in the event of a casualty involving that entitles Sublandlord to terminate the Lease, upon request timely made by Subtenant Sublandlord shall exercise its right to terminate the Lease so long as exercise of that right would not result in the creation of any additional liability on Sublandlord’s part, or any additional obligation to be performed by Sublandlord. The provisions of this Section 18 are Subtenant’s sole and exclusive rights and remedies in the event of a casualty. To the extent permitted by law, Subtenant waives the benefit of any law that provides to Subtenant any abatement or termination right by virtue of a casualty. In the event of a casualty where Subtenant is obligated to rebuild all or a portion of the improvements that constitute the Premises, Sublandlord and Subtenant shall cooperate in good faith to determine whether any portion of any insurance proceeds that may be made available to Sublandlord are properly attributable to improvements that Subtenant is required to rebuild. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use If so, Sublandlord will make that portion of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty insurance proceeds available to Subtenant on terms that are acceptable to Sublandlord’s insurer and any resulting damage, destruction, repair, or restorationotherwise on a commercially reasonable basis.

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

Damage or Destruction. IfIn the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. The following provisions shall then apply: (a) If the damage is limited solely to the Leased Premises and the Leased Premises can, in Landlord’s reasonable opinion, be made tenantable with all damage repaired (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect. (b) If portions of the Project outside the boundaries of the Leased Premises are damaged or destroyed (whether or not the Leased Premises are also damaged or destroyed) and the Leased Premises and the Project can, in Landlord’s opinion, both be made tenantable with all damage repaired (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage or destruction, and provided that Landlord determines that it is economically feasible, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect. (c) Notwithstanding anything to the contrary contained in Sections 7.7(a) or 7.7(b) above, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises if (i) the cost to repair and restore the Building is twenty-five percent (25%) or more of the replacement cost of the entire Building prior to such damage or destruction, (ii) the holder of any mortgage or beneficiary of any deed of trust requires that Landlord’s insurance proceeds be paid to it, or (iii) when any damage thereto or to the Building occurs during the last eighteen (18) months of the Term. Under such circumstances, Landlord shall notify Tenant of its decision not to rebuild within ninety (90) days of such damage, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.7(a) nor 7.7(b) above applies, Landlord shall so notify Tenant within ninety (90) days after the date of the damage or destruction and Landlord may terminate this Lease within thirty (30) days after the date of such notice, such termination notice to be immediately effective; provided, however, that if Landlord elects to reconstruct the Project and the Leased Premises, such election to be made at Landlord’s sole option, in which event (i) Landlord shall notify Tenant of such election within said ninety (90) day period, and (ii) Landlord shall proceed with reasonable diligence to rebuild the Project and the Leased Premises to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) but excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant. (e) During any period when ▇▇▇▇▇▇’s use of the Leased Premises is significantly impaired by damage or destruction, Base Rent shall ▇▇▇▇▇ in proportion to the degree to which ▇▇▇▇▇▇’s use of the Leased Premises is impaired and Tenant does not actually use the Leased Premises until such time as the Leased Premises are made tenantable as reasonably determined by Landlord; provided that no such rental abatement shall be permitted if the casualty is the result of the negligence or willful misconduct of Tenant or Tenant’s Representatives. (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Landlord shall belong to and be paid to Landlord, subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Leased Premises, and (ii) its alteration, additions and improvements. (g) Landlord’s repair and restoration obligations under this Section 7.7 shall not impair or otherwise affect the rights and obligations of the parties set forth elsewhere in this Lease. Subject to Section 7.7(e), Landlord shall not be liable for any inconvenience or annoyance to Tenant, its employees, agents, contractors or invitees, or injury to Tenant’s business resulting in any way from such damage or the repair thereof. Landlord and ▇▇▇▇▇▇ agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises or the Project with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith. (h) Tenant shall promptly replace or repair, at Tenant’s cost and expense. Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Leased Premises which Tenant shall be responsible for insuring during the Term of this AgreementLease. (i) Tenant shall pay to Landlord, as Additional Rent, the entire Parking Facility or such portion thereof as shall render deductible amounts under the Premises unsuitable for insurance policies obtained by Landlord and Tenant under this Lease if the continued conduct proceeds are used to repair the Leased Premises. However, if other portions of the Tenant’s Building arc also damaged by said casualty and insurance proceeds are payable therefor, then Tenant shall only pay its invitees activities thereonProportionate Share of the deductible as reasonably determined by Landlord. If any portion of the Leased Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible, shall be damaged or destroyed by fire or other casualtyand Tenant does not voluntarily contribute any shortfall thereof, then Landlord shall be entitled have the right to retain all insurance proceeds payable terminate this Lease by reason delivering written notice of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging termination to Tenant or any within sixty (60) days after the date of Tenant’s employeesnotice to Tenant of such event, contractors, agents or invitees, (v) Landlord whereupon this Lease shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than terminate thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall days after ▇▇▇▇▇. ▇’s receipt of such notice, and Tenant shall immediately vacate the Leased Premises and surrender possession thereof to Landlord in the condition required under this Lease. (j) The abatement respective rights and obligations of the rent shall be the exclusive remedy of Landlord and Tenant against Landlord in the event of a casualty involving any damage to or destruction of the Leased Premises, or any other portion of the Building or the Project, are governed exclusively by this Lease. Accordingly, Tenant hereby waives all claims against Landlord the provisions of any law to the contrary, including California Civil Code Sections 1932(2), 1933(4), 1941 and 1942 and any similar or successor laws and any other laws providing for any compensation or damage for loss the termination of use a lease upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationleased property.

Damage or Destruction. If, during 29..1 If the Term of this AgreementLeased Premises are at any time destroyed or damaged, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: provisions will apply: (i) if the casualty must be insured under Landlord's insurance policiesLeased Premises are fit for tenancy in whole or in part, the Lease shall continue in full force and Landlord’s obligation is limited effect without abatement or diminution of any Minimum Net Net Rental or Operating Costs and Taxes; (ii) if the Leased Premises are rendered partly unfit for tenancy, this Lease shall continue in full force and effect, except that the Minimum Net Net Rental and Operating Costs and Taxes will ▇▇▇▇▇ to the extent of Landlord's Architect determines that the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Leased Premises shall cannot begin until receipt of the insurance proceeds, reasonably be used for their intended purposes; (iii) Landlord’s lender(s) must permit if the insurance proceeds to be used Leased Premises are rendered wholly unfit for such repair tenancy, this Lease shall continue in full force and restorationeffect, (iv) Landlord shall have no obligation to repair except that Minimum Net Net Rental and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, Operating Costs and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall Taxes will fully ▇▇▇▇▇. The abatement , PROVIDED, HOWEVER, THAT IF SUCH CONDITION(S) ARE NOT RECTIFIED WITHIN SEVENTY-FIVE (75) DAYS, TENANT MAY TERMINATE THIS LEASE UPON TEN (10) DAYS NOTICE; (iv) all abatements will occur from the date of the rent damage or destruction until the date that the Leased Premises are delivered to Tenant; (v) Landlord will commence and proceed diligently to reconstruct, rebuild or repair any damage to the Leased Premises to meet Landlord's base building criteria for that Property which Landlord may modify to be consistent with the plans, specifications and design criteria for the rebuilding of the Building and/or the Leased Premises, chosen by Landlord acting reasonably; (vi) to restore the Leased Premises, Landlord will be under no obligation to perform work other than that stipulated in subparagraph (v) above; (vii) whether or not the damage to the Leased Premises may have been caused by Tenant's negligence or fault, Tenant shall be the exclusive remedy of Tenant against Landlord commence to repair, rebuild or reconstruct, at its own cost, all leasehold improvements, fixturing and equipment in the event of a casualty involving Leased Premises within fifteen (15) days from Landlord's notice that Landlord has completed its work and Tenant shall complete said work within thirty (30) days from Landlord's notice; 29..2 Despite any provision to the Premises. Tenant hereby waives all claims against Landlord for any compensation contrary contained in this Lease and, specifically but without limitation, anything contained in the present Article, if the Property is totally or damage for loss of use of partially damaged or destroyed (whether the whole Leased Premises are affected or any part of not), and: (i) in the Premises and/or for any inconvenience Landlord's opinion, the damaged or annoyance occasioned by any casualty and any resulting damagedestroyed portions cannot reasonably be repaired, destruction, repair, restored or restoration.rebuilt within one (1) year following the occurrence without overtime or other special arrangements; or

Damage or Destruction. If, during 29..1 If the Term of this AgreementLeased Premises are at any time destroyed or damaged, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: provisions will apply: (i) if the casualty must be insured under Landlord's insurance policiesLeased Premises are fit for tenancy in whole or in part, the Lease shall continue in full force and Landlord’s obligation is limited effect without abatement or diminution of any Minimum Net Net Rental or Operating Costs and Taxes; (ii) if the Leased Premises are rendered partly unfit for tenancy, this Lease shall continue in full force and effect, except that the Minimum Net Net Rental and Operating Costs and Taxes will ▇▇▇▇▇ to the extent of Landlord's Architect determines that the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Leased Premises shall cannot begin until receipt of the insurance proceeds, reasonably be used for their intended purposes; (iii) Landlord’s lender(s) must permit if the insurance proceeds to be used Leased Premises are rendered wholly unfit for such repair tenancy, this Lease shall continue in full force and restorationeffect, (iv) Landlord shall have no obligation to repair except that Minimum Net Net Rental and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, Operating Costs and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall Taxes will fully ▇▇▇▇▇. The abatement , PROVIDED, HOWEVER, THAT IF SUCH CONDITION(S) ARE NOT RECTIFIED WITHIN SEVENTY-FIVE (75) DAYS, TENANT MAY TERMINATE THIS LEASE UPON TEN (10) DAYS NOTICE; (iv) all abatements will occur from the date of the rent damage or destruction until the date that the Leased Premises are delivered to Tenant; (v) Landlord will commence and proceed diligently to reconstruct, rebuild or repair any damage to the Leased Premises to meet Landlord's base building criteria for that Property which Landlord may modify to be consistent with the plans, specifications and design criteria for the rebuilding of the Building and/or the Leased Premises, chosen by Landlord acting reasonably; (vi) to restore the Leased Premises, Landlord will be under no obligation to perform work other than that stipulated in subparagraph (v) above; (vii) whether or not the damage to the Leased Premises may have been caused by Tenant's negligence or fault, Tenant shall commence to repair, rebuild or reconstruct, at its own cost, all leasehold improvements, fixturing and equipment in the Leased Premises within fifteen (15) days from Landlord's notice that Landlord has completed its work and Tenant shall complete said work within thirty (30) days from Landlord's notice; (viii) Tenant shall not be the exclusive remedy of Tenant against entitled to any allowance, inducement, payment or other consideration from Landlord in connection with Tenant's work described in sub-paragraph (vii) above, even if such allowance, inducement, payment or other consideration was made at the event time of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use original construction of the whole Leased Premises. 29..2 Despite any provision to the contrary contained in this Lease and, specifically but without limitation, anything contained in the present Article, if the Property is totally or any part of partially damaged or destroyed (whether the Leased Premises and/or for any inconvenience are affected or annoyance occasioned by any casualty and any resulting damagenot), destructionand: (i) in the Landlord's opinion, repairthe damaged or destroyed portions cannot reasonably be repaired, restored or restoration.rebuilt within one (1) year following the occurrence without overtime or other special arrangements; or

Damage or Destruction. IfTenant shall notify the Landlord of the exact cause, during nature, and extent of any damage for which Tenant may make an insurance claim or other material damage immediately upon the Term occurrence of this Agreementsuch damage to any part of the Premises. Tenant shall further notify Landlord within thirty (30) days of the occurrence of such damage if it desires not to repair, the entire Parking Facility replace or such portion thereof as shall render rebuild the Premises unsuitable for as necessary to restore the continued conduct Premises to substantially the same condition that the Premises were in as of the Commencement Date based upon the original Final Plans as constructed, including any changes necessary to comply with the then current governmental laws, rules, ordinances, and regulations ("Original Condition"). Upon receipt of such notice, Landlord may elect to either terminate the Lease and retain all insurance proceeds or require Tenant to repair,replace or rebuild. Unless Landlord elects to terminate the Lease within forty-five (45) days of Landlord's receipt of Tenant’s 's notice regarding the occurrence of damage, Tenant shall promptly repair, replace and its invitees activities thereonrebuild the Premises to their Original Condition at Tenant's expense. If Tenant repairs, shall be damaged replaces or destroyed by fire or other casualtyrebuilds the Premises, then Landlord Tenant shall be entitled to retain all the net insurance proceeds payable by reason of and under the insurance carried pursuant to Section 14.1(b) with respect to such damage and Tenant shall pay any costs in excess of such net insurance proceeds which are incurred to restore the damage or destruction Premises to their Original Condition except that Tenant shall not pay to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under extent that any such insurance proceeds are retained by Landlord's lender and applied to Landlord's loan. If the Landlord elects to terminate the Lease Term, the Lease shall be deemed to have expired on the date of notice of loss, and all insurance proceeds, plus the amount of any deductible under the insurance policies, shall be paid to and retained by the Landlord’s obligation is limited . There shall be no abatement of Rent unless and to the extent that Landlord receives rent insurance proceeds from the insurance purchased by Tenant. In no event shall Landlord be required to make any repairs, replacements, or rebuild any portion of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during (a) Borrowers will promptly give notice to Agent of any Casualty that meets or exceeds the Term Casualty Proceeds Disbursement Threshold. Such notice also shall generally 49289660 describe the nature and extent of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Casualty and set forth Borrower’s best estimate of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord cost of Restoration. (b) Agent shall be entitled to retain receive all insurance proceeds payable by reason of and with respect to the damage Mortgaged Property on account of a Casualty if the insurance proceeds with respect thereto shall be greater than the Casualty Proceeds Disbursement Threshold. Borrowers hereby irrevocably assigns, transfers and sets over to Agent all rights of Borrowers to any such insurance proceeds, award or destruction payment; provided, however, that the insurer may make payments directly to Borrowers to reimburse Borrowers for Restoration costs already paid by Borrowers to the Premises extent Borrowers would have been entitled to receive a disbursement of insurance proceeds held by Agent. Borrowers hereby irrevocably authorizes and Landlord empowers Agent, in the name of Borrowers or otherwise, to file for and prosecute in its own name what would otherwise be ▇▇▇▇▇▇▇▇’s claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no Event of Default shall rebuild have occurred and shall then be continuing and provided Borrowers promptly file all claims and diligently prosecutes same, Borrowers shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrowers shall not agree to any adjustment or reconstruct settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are greater than (x) with respect to the Hotel Property, $2,766,000 and (y) with respect to the Garage Property, $922,000 (as applicable, the “Casualty Proceeds Disbursement Threshold”) without Agent’s prior consent, not to be unreasonably withheld, conditioned or delayed. Borrowers shall promptly after demand pay to Agent all out-of-pocket costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Insurance Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 5.12 or Section 5.14, as the case may be. Notwithstanding the foregoing, or anything else herein to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 5.12(g). (c) At all times during the Term, Borrowers will, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner, and in compliance with all Legal Requirements, Permitted Encumbrances, the Leases, the Parking Facility Agreement, the Parking Garage Lease, the Hotel Management Agreement, as applicable, and otherwise with the requirements set forth in this Agreement, whether or not Borrowers shall have satisfied the requirements of Section 5.12(d) in order to cause the Net Insurance Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose,. (d) In the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Insurance Proceeds shall be held by Agent, and be made available to the Borrowers for Restoration upon the determination of Agent, in its sole discretion, that the Release Conditions (Casualty) are satisfied (and to the extent Agent makes a commercially reasonable determination that such Release Conditions (Casualty) have been satisfied, the procedure in clause (i) shall apply): (i) The Net Insurance Proceeds shall be disbursed from time to time (but not more frequently than once in any month) by Agent as Restoration progresses upon receipt by Agent of (1) an Officer’s Certificate dated not more than ten (10) Business Days prior to the application for such payment, requesting such payment or reimbursement and efficient manner describing the work performed that is the subject of such request, the parties that performed such work and the actual cost thereof, and also certifying that such work and materials are or, upon disbursement of the payment requested to the parties 49289660 entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (2) evidence reasonably satisfactory to Agent that (A) all materials installed and work and labor performed in connection with the Restoration have been or, upon disbursement of the payment requested to the parties entitled thereto, will be paid for in full, and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same or any Liens or encumbrances of any nature (other than Permitted Encumbrances) whatsoever on the Mortgaged Property arising out of the Restoration which have not been either fully bonded to the satisfaction of Agent or discharged of record or in the alternative, fully insured to the satisfaction of Agent by the Title Company that issued the Title Policy, and (3) an Independent Architect’s certificate certifying performance of the Restoration together with an estimate of the cost to complete the Restoration. All “hard cost” contracts in connection with the Restoration shall provide for “retainage” in an amount reasonably satisfactory to Agent. Final payment of all Net Insurance Proceeds remaining with Agent shall be made upon receipt by Agent of a certification by an Independent Architect, as to the completion of the Restoration substantially in accordance with the submitted plans and specifications and final Lien releases, as certified pursuant to an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (ii) The release of any Net Insurance Proceeds shall be subject to the satisfaction (or waiver by Agent) of each of the following conditions (each a “Release Condition (Casualty)” and collectively, the “Release Conditions (Casualty)”): (A) less than twenty-five percent (25%) of the total floor area of the Improvements on the applicable Property has been damaged, destroyed or rendered unusable as a result of such Casualty; (B) with respect to the Garage Property, the Parking Agreement and Parking Garage Lease shall remain in full force and effect during and after the completion of the Restoration; (C) with respect to the Hotel Property, such Casualty does not result in a termination of the Hotel Management Agreement, and the Restoration is conducted in accordance with the terms and conditions: conditions of the Hotel Management Agreement; (D) the Loan to Value Ratio after giving effect to the Restoration, shall be equal to or less than 50%; (E) no Default or Event of Default shall have occurred and be continuing; (F) Borrowers shall have delivered to Agent within sixty (60) days after the occurrence of the Casualty, a notice of Borrowers’ desire to undertake the Restoration; (G) Borrower shall have demonstrated to the reasonable satisfaction of Agent that the Restoration will be completed in accordance with any requirements under the Operations Agreements, Permitted Encumbrances, and Hotel Management Agreement (if and to the extent applicable); 49289660 (H) Borrowers shall have demonstrated to the reasonable satisfaction of Agent that the Restoration can be completed no later than three (3) months prior to the then current Maturity Date; (I) Borrowers shall have demonstrated to the reasonable satisfaction of Agent that sufficient funds are available to Borrower through projected revenue as determined by Agent in good faith, rent and/or business interruption insurance maintained pursuant to Section 5.11, cash, and/or a letter of credit or other similar cash-equivalent security reasonably satisfactory to Agent as to form, content and issuer, and which shall be for the benefit of Agent, to pay all debt service with respect to the Loan and all operating expenses with respect to the Mortgaged Property during the period reasonably estimated by Borrower as necessary for the completion of the Restoration; (J) prior to the making of any disbursement hereunder, Guarantor (or another guarantor acceptable to Agent in its sole discretion) shall have executed and delivered to Agent a completion guaranty in form and substance reasonably acceptable to Agent, which shall guaranty the Lien free completion of the Restoration; and (K) with respect to the Hotel Property, (i) if the casualty must be insured under Landlord's insurance policiesapplicable Casualty occurs after the achievement of Final Completion of the Phase Zero Renovation Project and Final Completion of the PIP Project, and Landlord’s obligation is limited to the extent the Net Insurance Proceeds are insufficient to pay the costs of the insurance proceeds received Restoration (as estimated by Landlordthe Independent Architect and approved by Agent in its reasonable discretion) prior to the initial disbursement of Net Insurance Proceeds, Borrowers shall have provided Agent with a letter of credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and issuer reasonably satisfactory to Agent and/or (ii) Landlord’s duty if the applicable Casualty occurs prior to repair and restore the Premises shall not begin until receipt achievement of Final Completion of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair Phase Zero Renovation Project and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year Final Completion of the Term or of PIP Project, Agent is reasonably satisfied that (w) the Net Proceeds, plus (x) any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to Phase Zero Renovation Advances and/or PIP Advances available under this Agreement, and plus (viy) Landlord shall rebuild or reconstruct funds on deposit in the Parking Facility Renovation/PIP Costs Rebalancing Reserve Sub-Account, Key Money Reserve Sub-Account, Net Cash Flow Reserve Sub-Account and/or Future Equity Contributions are sufficient to a configuration substantially equivalent to that configuration which existed as cause Final Completion of the Commencement DatePhase Zero Renovation Project and/or PIP Project, as applicable, and pay all Renovation/PIP Costs to be incurred in connection therewith. During provided, if Agent does not elect to hold the period Net Insurance Proceeds (in which case such Net Insurance Proceeds shall be held by Borrower), Borrowers shall not disburse any Net Insurance Proceeds other than in accordance with the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term conditions of this Agreement Section 5.12(d) and Sections 5.12(e) and 5.12(f). (e) If one or more of the Release Conditions (Casualty) are not satisfied, all Net Insurance Proceeds shall be applied in accordance with Section 5.14 or if the Net Insurance Proceeds are in excess of the outstanding principal amount of the Loan, Borrowers may elect not to complete the Restoration so long as the Net Insurance Proceeds are utilized by Borrowers to repay the Loan in full. (f) All reasonable out-of-pocket costs and expenses incurred by Agent in connection with making the Net Insurance Proceeds available for a period the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket 49289660 expenses of more than thirty (30Agent’s construction consultants and inspectors) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable shall be paid by Tenant shall ▇▇▇▇▇▇▇▇▇. The abatement Any Net Insurance Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, at Borrowers’ option, either will be distributed by Agent to Borrowers or applied in accordance with Section 2.6. (g) Business interruption/rent loss insurance proceeds, if any, shall be deposited into either (i) an account or subaccount of Agent or (ii) an account at a bank or other financial institution reasonably approved by Agent. Provided no monetary Default, material non-monetary Default (of which notice has been given by Agent) or Event of Default shall have occurred and be continuing, such proceeds shall be applied to the payment of Interest, and other sums that become due and payable under the Loan Documents as and when due and then to operating expenses for the Mortgaged Property that are set forth in the Approved Annual Budget as the same become due and payable. Borrower hereby grants to Agent, for its benefit and for the ratable benefit of Lenders, a security interest in all rights of Borrowers in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default or if Agent is applying the Net Insurance Proceeds or Net Restoration Award in accordance with Section 5.14, Agent shall have the rights and remedies with respect to such account specified in this Agreement and in any other Loan Document including the right to apply such proceeds to the Obligations. If held by Agent, the credit balance in such account or subaccount may be commingled with the general funds of Agent. If not held by Agent, Borrower shall cause the bank or financial institution at which such account is held to execute and deliver to Agent an account control agreement (in form and substance reasonably satisfactory to Agent) with respect to such account, Borrower shall pay all fees and costs with respect thereto and Borrowers shall not close such account without obtaining the prior consent of Agent. Neither Agent nor ▇▇▇▇▇▇▇ shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to such account as a result of the rent exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the exclusive remedy balance of Tenant against Landlord such account in accordance with this Section 5.12(g). Agent shall have sole control over such account. Any business interruption/rent loss insurance proceeds remaining after completion of the Restoration shall be deposited in the Cash Management Account for distribution in accordance with Section 4.4. (h) Notwithstanding anything to the contrary contained in this Section 5.12, so long as the Hotel Management Agreement is in full force and effect, in the event of a casualty involving any conflict between the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss provisions of this Section 5.12 and the provisions of the Hotel Management Agreement with respect to the holding, disbursement and/or use of Proceeds relating to the whole or any part Hotel Property, the provisions of the Premises and/or for any inconvenience or annoyance occasioned by any casualty Hotel Management Agreement shall govern and any resulting damage, destruction, repair, or restorationcontrol.

Damage or Destruction. If17.1. If the Building or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Term term of this AgreementLease, and this Lease is not terminated pursuant to Sections 17.2 and 17.3 hereof, Landlord shall repair such damage and restore the entire Parking Facility or such portion thereof as shall render Building and the Premises unsuitable for to substantially the continued conduct same condition in which the Building and the Premises existed before the occurrence of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by such fire or other casualty, as permitted by and OP&F-Lionbridge/Office Lease 22 subject to then applicable law, ordinance and regulation, and this Lease shall, subject to this Section 17.1, remain in full force and effect. In performing such repair and reconstruction Landlord shall only be obligated to reconstruct the shell, core and common areas of that portion of the Building damaged or destroyed and the tenant improvements that are deemed Landlord’s property under Section 9.3 hereof. If such fire or other casualty damages the Premises or Common Areas of the Building necessary for Tenant’s use and occupancy of the Premises, and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s agents, officers, employees, contractors, licensees or invitees, then, during the period the Premises are rendered unusable by such damage, Tenant shall be entitled to retain all insurance proceeds payable a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by reason of and with respect such damage bears to the total area of the Premises. Landlord shall not be obligated to restore or repair any damage to, or destruction to make any replacement of, any improvements constructed by Tenant, at Tenant’s sole cost and expense, including trade fixtures, or any movable furniture, equipment or personal property in the Premises. Tenant shall, at Tenant’s sole cost and expense, repair and replace all such improvements, movable furniture, equipment, trade fixtures and personal property. Such repair and replacement by Tenant shall be done in accordance with Article 9 hereof. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4). 17.2. If the Building or the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: receives Major Damage (i) the casualty must be insured under Landlord's insurance policiesas that term is hereinafter defined), and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation the right to repair and restore any personal property terminate this Lease on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring ’ prior written notice to Tenant given within ninety (90) days after the Parking Facilitydate of the occurrence of said damage or casualty. As used in this Section 17.2, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.term “Major Damage” is defined as:

Damage or Destruction. If(a) Borrower hereby irrevocably assigns, during the Term transfers and sets over to Agent all rights of this AgreementBorrower and Property Owner to any such business interruption/rent loss, the entire Parking Facility property and terrorism insurance proceeds, award or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereonpayment. Subject to Section 7.12(b) hereof, shall be damaged or destroyed by fire or other casualty, then Landlord (i) Agent shall be entitled to retain collect and receive all business interruption/rent loss, property and terrorism insurance proceeds payable by reason of and with respect to the damage Premises on account of a Casualty and until disbursed such proceeds shall constitute additional security for the Obligations, (ii) Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or destruction Property Owner or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s or Property Owner’s claim for any such insurance proceeds and to collect such proceeds and (iii) Agent may participate in all proceedings and negotiations in connection with such proceeds subject to the Premises other provisions of this Section 7.12 and Landlord Borrower and Property Owner will deliver or cause to be delivered to Agent all instruments requested by Agent to permit such participation; provided, however, that Agent shall rebuild be under no obligation to question or reconstruct maximize the Parking Facility amount of the proceeds or obtain any particular amount of proceeds. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, Borrower shall, and shall cause Property Owner to, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such proceeds to Agent, free and clear of any encumbrances of any kind or nature whatsoever. Agent may be represented by counsel satisfactory to it, the reasonable expenses of which shall be paid by Borrower. (b) Notwithstanding Section 7.12(a) hereof, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower or Property Owner promptly files all claims and diligently prosecutes same, Borrower or Property Owner shall have the right to collect and receive all such insurance proceeds and file, adjust, settle and prosecute any claim for such insurance proceeds and Agent shall not file, adjust, settle or prosecute such a claim or participate in the proceedings or negotiations thereof except for (i) business interruption/rent loss insurance claims and (ii) property or terrorism insurance claims on account of which the insurance proceeds thereof are reasonably expected to be or are greater than $500,000 (the “Casualty Proceeds Disbursement Threshold”), and provided that, in any event, Borrower shall not and shall not permit Property Owner to agree to any adjustment or settlement of any such claim payable with respect to a Casualty the property and terrorism insurance proceeds with respect to which are reasonably expected to be greater than the Casualty Proceeds Disbursement Threshold without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 7.12 or Section 7.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 7.12(g) hereof. (c) Borrower shall, and cause Property Owner to, use all insurance proceeds actually received by Borrower or Property Owner for Restoration. Borrower shall, or shall cause Property Owner to, at its and Property Owner’s sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a commercially reasonable good and efficient workmanlike manner and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances, the Property Management Agreement, the Franchise Agreement and the Leases, or cause Property Owner to do so, whether or not Borrower shall have satisfied the requirements of Section 7.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the property and terrorism insurance proceeds payable are less than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be payable directly to Borrower or Property Owner (or if paid to Agent, Agent shall disburse same to Borrower or Property Owner) for Restoration. In the case of any Casualty with respect to which the property and terrorism insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be made available to Borrower for the Restoration of the Premises from time to time as the Restoration progresses, subject to compliance by Borrower with Section 7.2(a) hereof and satisfaction of the following terms and conditions: conditions for each disbursement (each a “Release Condition” and collectively, the “Release Conditions”): (i) No First Tier Default or Event of Default shall have occurred and be continuing; (ii) Agent shall have been provided an Appraisal certifying that upon completion of the casualty must Restoration (and, if applicable, completion of the any remaining Required Improvements not yet furnished, installed or constructed), the outstanding principal balance of the Loan, plus, unless the Lenders’ Commitments or other obligation to make Earn-Out Disbursements have terminated or lapsed as provided herein, the amount of all undisbursed Loan proceeds allocated for Earn-Out Disbursements, shall not exceed sixty-five percent (65%) of the Appraised Value; (iii) Borrower shall have demonstrated to the satisfaction of Agent that the Restoration can be insured under Landlord's completed at least six (6) months prior to the Maturity Date, or such earlier time as may be required by applicable Legal Requirements; (iv) To the extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have, if requested by Agent, deposited with Agent sums in an amount at least equal to the excess, if any, of Agent’s reasonable estimate of the costs of the Restoration over the amount of Net Proceeds received by Agent with respect to such Casualty, which additional sums shall be disbursed by Agent prior to any disbursements of insurance policiesproceeds; (v) Borrower shall have demonstrated to the satisfaction of Agent that sufficient funds are available to through the rent and/or business interruption insurance deposited with Agent pursuant to Section 7.12(g) hereof and/or cash deposited with Agent to be disbursed in accordance with Section 7.12(g) hereof, to pay all debt service with respect to the Loan and all operating expenses with respect to the Premises during the period reasonably estimated by Agent as necessary for the completion of the Restoration; (vi) intentionally omitted; (vii) Agent shall have received architectural and/or engineering plans and specifications for the Restoration and an estimate of the costs and expenses of the Restoration, all of which shall be in form reasonably acceptable to Agent; (viii) Prior to any disbursement by Agent, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and Landlordsubmitted to Agent, which information and documentation shall be in form and substance reasonably satisfactory to Agent: (A) A request for disbursement signed by Borrower, accompanied by billing statements, vouchers or invoices, which request for disbursement shall expressly warrant that the work with respect to which the advance is requested has been performed in all material respects in accordance with the approved plans and specifications for the Restoration; (B) Proof that all invoices for labor and materials previously submitted by Borrower and approved and reimbursed by Agent have been paid, except for those the subject of the current request for disbursement; (C) Lien waivers for all payees under previous requests for advances; (D) A report from Borrower’s obligation is limited architect or if Agent shall elect, such consultant as Agent shall retain, which shall specify the percentage of completion of the Restoration, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Agent, an estimate of the cost to complete the Restoration after taking into account the work then completed; (E) At the request of Agent, an endorsement of the Title Insurance Policy, which endorsement shall show no liens of record other than Permitted Encumbrances or additional encumbrances not acceptable to Agent; (F) Copies of the architect, trade contract and all other material agreements pursuant to which the Restoration shall be done, and which also shall be reasonably satisfactory to Agent as to the party performing the construction obligations thereunder; (G) An assignment to Agent of all such agreements, together with the written consent to such assignments by all parties to such contracts and an agreement to continue performance thereunder at Agent’s request; and (H) Such other information and documentation as Agent may reasonably request regarding the Improvements and the Restoration and the cost thereof. Notwithstanding the foregoing, if Agent does not elect to hold the Net Proceeds with respect to any Casualty equal to or greater than the Casualty Proceeds Disbursement Threshold, Borrower shall not disburse any Net Proceeds other than in accordance with the conditions of this Section 7.12(d) and Sections 7.12(e) and 7.12(f) hereof to the extent requested by Agent. (e) If one or more of the insurance proceeds received by Landlord, Release Conditions set forth in subsection (ii) Landlord’s duty to repair through (vii) of Section 7.12(d) hereof are not satisfied within one hundred and restore twenty (120) days from and after the Premises shall not begin until receipt date of the insurance proceedsCasualty, then all Net Proceeds shall be applied in accordance with Section 7.14 hereof. If an Event of Default occurs, all Net Proceeds shall also be applied in accordance with Section 7.14 hereof. If a First Tier Default occurs, or one or more of the Release Conditions set forth in subsection (iiiviii) Landlordof Section 7.12(d) hereof are not satisfied, Agent shall, with respect to the applicable disbursement, continue to hold the Net Proceeds until those conditions are satisfied or, if applicable, such First Tier Default ceases to exist, subject to the other terms of this Section 7.12(e). (f) All reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of Agent’s lender(sconstruction consultants and inspectors) must permit shall be paid by Borrower. Any Net Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration will be distributed by Agent to Borrower or Property Owner. (g) Business interruption/rent loss insurance proceeds to of Borrower and Property Owner shall be used deposited into an interest-bearing account or subaccount of Agent as further security for such repair and restoration, the Obligations (iv) Landlord a security interest therein being granted hereby). Provided no Default or Event of Default shall have no obligation occurred and be continuing, Agent shall use such proceeds to repair pay of Interest, principal due and restore any personal property on payable under Section 2.4 hereof and other sums that become due and payable under the Premises belonging to Tenant Loan Documents as and when due and after payment or any reservation of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant such sums for any reason caused by Landlord during the Term of this Agreement calendar month, at Borrower’s written request from time to time on a monthly basis, Agent shall disburse such proceeds to Borrower to pay for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing reasonable and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part necessary Expenses of the Premises and/or incurred in the ordinary course of the ownership, maintenance and operation of the Premises for such calendar month and Approved FF&E Expenditures payable in such calendar month, in each case incurred in accordance with the applicable Operating Budget and Approved FF&E/Capital Expenditures Budget and provided that the payment of any such Expense is not prohibited by the terms hereof. Borrower, on behalf of itself and Property Owner, hereby grants to Agent a security interest in all rights of Borrower and Property Owner in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to such account specified in this Loan Agreement and in any other Loan Document. If held by Agent, the credit balance in such account or subaccount may be commingled with the general funds of Agent. Neither Agent nor Lenders shall be liable for any inconvenience loss of interest on or annoyance occasioned by any casualty and any resulting damagepenalty or charge assessed against the funds in, destruction, repairpayable on, or restorationcredited to such account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the balance of such account in accordance with this Section 7.12(g). Agent shall have sole control over such account. Any business interruption/rent loss insurance proceeds remaining after completion of the Restoration shall, at Agent’s election, be distributed to Borrower or applied as a mandatory prepayment of the Loan.

Damage or Destruction. If(a) If the Premises or the Building are totally or partially damaged or destroyed, during then Landlord shall diligently repair and restore the Term Building and Premises, excepting only District’s trade fixtures; provided, however, that notwithstanding anything to the contrary, both Landlord and District shall have the right to cancel this Lease on ninety (90) days prior written notice given within thirty (30) days of this Agreementthe date of the casualty if, in District’s reasonable opinion, the entire Parking Facility or such portion thereof as shall render damage renders the Premises unsuitable inaccessible or the majority thereof unusable for the continued normal conduct of District’s operations then conducted on the TenantPremises, or if, in Landlord’s reasonable judgment the repair and its invitees activities thereonrestoration cannot be completed within one hundred eighty (180) days after the date of the damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) or there is then left in the lease term less than twelve (12) full calendar months. If the Premises or any part thereof shall be damaged or destroyed by fire or other casualtydestroyed, then Landlord District shall be entitled provide prompt notice thereof to retain all insurance proceeds payable by reason of Landlord. (b) Landlord’s obligations to repair and with respect to reconstruct the damage or destruction to Building and the Premises and Landlord shall rebuild or reconstruct the Parking Facility as set forth in a commercially reasonable and efficient manner Section 16(a) are subject to the following terms and conditions: conditions precedent having been satisfied in Landlord’s reasonable judgment: (i) Landlord shall likely be able to obtain, or shall have obtained, all necessary governmental or quasi-government approvals and similar authorizations to rebuild the casualty must be insured under Landlord's insurance policiesBuilding as required herein, including, but not limited to, zoning approvals and Landlord’s obligation is limited permits. (ii) Landlord shall not have exercised its right to terminate the Lease to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty permitted to repair and restore the Premises shall not begin until receipt of the insurance proceeds, do so pursuant to Section 16.1(a). (iii) Landlord’s lender(s) must permit mortgagee shall have permitted the insurance proceeds to be used to repair and restore the Building. 16.2 If this Lease is terminated pursuant to Section 16.1, then Annual Rental shall be apportioned (based on the portion of the Premises that is usable or used after such damage or destruction) and paid to the date of termination. Whether or not the Lease is terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, District shall be required to pay Annual Rental only for the portion of the Premises that is usable while such repair and restoration are being made. 16.3 In the event that inadequate insurance proceeds are available for repair and restoration, (iv) Landlord this Lease shall have no obligation to repair and restore terminate and, any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term other provision of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking FacilityLease notwithstanding, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent District shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty entitled to damages, including indirect and any resulting damage, destruction, repair, or restorationconsequential damages.

Damage or Destruction. If(a) Promptly, during and in any case within two (2) Business Days after the Term occurrence thereof, Borrower shall notify Agent of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by any fire or other casualtyCasualty with respect to any portion of the Premises. Within five (5) Business Days after the occurrence of such Casualty, then Landlord Borrower shall provide Agent with a general description of the nature and extent of such Casualty and set forth Borrower’s good faith estimate of the cost of Restoration as of such date. (b) Agent shall be entitled to retain receive all insurance proceeds payable by reason of and with respect to the damage Premises on account of a Casualty. Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of Borrower to any such insurance proceeds, award or destruction payment. Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are greater than $1,000,000 (the “Casualty Proceeds Disbursement Threshold”) without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby) until disbursed in accordance with this Section 5.12 or Section 5.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 5.12(g) hereof. (c) Borrower shall use all Net Proceeds actually received by Borrower for the Restoration, provided that if any such Net Proceeds remains after the completion of such Restoration, Borrower shall apply same to the Loan as a prepayment thereof in accordance with Section 2.4(f) hereof promptly after completion of such Restoration. Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner and in compliance in all material respects with all Legal Requirements and the requirements of the Permitted Encumbrances, Premises Documents, the Management Agreement and the Franchise Agreement, whether or not Borrower shall have satisfied the requirements of Section 5.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be applied or dealt with by Agent as follows: (i) Subject to the other terms and conditions hereof, the Net Proceeds shall be disbursed in accordance with Agent’s standard construction lending practices, terms and conditions if the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (A) no Default or Event of Default shall have occurred and be continuing; (B) Borrower shall have delivered to Agent within ninety (90) days after the occurrence of the Casualty, a notice of Borrower’s desire to undertake the Restoration; (C) Borrower shall have demonstrated to the reasonable satisfaction of Agent that the Restoration can be substantially completed at least six (6) months prior to the then-current Maturity Date, or such earlier time as may be required by applicable Legal Requirements; (D) Borrower shall have demonstrated to the reasonable satisfaction of Agent that sufficient funds are available to Borrower through rent and/or business interruption insurance maintained pursuant to Section 5.11 hereof, cash, and/or a letter of credit or other similar cash-equivalent security reasonably satisfactory to Agent as to form, content and issuer, and which shall be for the benefit of Agent, to pay all debt service with respect to the Loan and all operating expenses with respect to the Premises and Landlord shall rebuild or reconstruct during the Parking Facility in period reasonably estimated by Borrower as necessary for the completion of the Restoration; (E) With respect to a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of Casualty the insurance proceeds with respect to which are $5,000,000 or more, Agent shall have been provided an Appraisal or any Appraisal Update, certifying that upon completion of the repairs and restoration of the Premises the Loan-to-Value Ratio shall be as required pursuant to the definition of “Restoration” set forth in Section 1.1 hereof; (F) to the extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have provided Agent with a letter of credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and issuer reasonably satisfactory to Agent; (G) Agent shall have received architectural plans and specifications for all restoration and repairs and an estimate of the costs and expenses of all such restoration and repairs, all of which shall be in form reasonably acceptable to Agent; and (H) Prior to any disbursement by LandlordAgent, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and submitted to Agent, which information and documentation shall be in form and substance reasonably satisfactory to Agent: (1) A request for disbursement signed by Borrower, accompanied by billing statements, vouchers or invoices, which request for disbursement shall expressly warrant that the work with respect to which the advance is requested has been performed in all material respects in accordance with the approved plans and specifications for the restoration or repair; (2) Proof that all invoices for labor and materials previously submitted by Borrower and approved and reimbursed by Agent have been paid, except for those the subject of the current request for disbursement; (3) Lien waivers for all payees under previous requests for disbursements; (4) With respect to a Casualty the insurance proceeds with respect to which are $5,000,000 or more, a report from Borrower’s architect or, if Agent shall elect, Agent’s consultant, which shall specify the percentage of completion of restoration or repair, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Agent, an estimate of the cost to complete the restoration and repair after taking into account the work then completed; (5) At the request of Agent, a title report or endorsement to the Title Policy showing no Liens of record other than the Permitted Encumbrances; (6) Copies of the agreements pursuant to which the restoration or repair shall be done, all of which shall be in form and substance reasonably satisfactory to Agent, and which also shall be reasonably satisfactory to Agent as to the party performing the construction obligations thereunder; (7) An assignment to Agent of all construction and design-professional contracts (which may be pursuant to the Mortgage and the Assignment of Agreements), together with the written consent to such assignments by all parties to such contracts (which may be included in any such contract); and (8) Such other information and documentation as Agent may reasonably request regarding the Improvements and the restoration or repairs and the cost thereof. (ii) Landlord’s duty Notwithstanding Section 5.12(d)(i) hereof, if Agent does not elect to repair and restore hold the Premises Net Proceeds, Borrower shall not begin until receipt disburse any Net Proceeds other than in accordance with the conditions of this Section 5.12(d) and Sections 5.12(e) and 5.12(f) hereof. (e) If one or more of the insurance proceedsRelease Conditions set forth in subsections (A) through (H) of Section 5.12(d)(i) hereof are not satisfied within ninety (90) days after the occurrence of the Casualty, all Net Proceeds shall be applied in accordance with Section 5.14 hereof, provided, that, if each of the Release Conditions shall have been satisfied except the Release Condition set forth in Section 5.12(d)(i)(A) hereof as a result of the occurrence of a Default (iiias opposed to the occurrence of an Event of Default), Agent shall not so apply the Net Proceeds until such time, if any, as an Event of Default shall have occurred. If an Event of Default occurs, all Net Proceeds shall also be applied in accordance with Section 5.14 hereof. (f) LandlordAll reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of Agent’s lender(sconstruction consultants and inspectors) must permit shall be paid by Borrower. Any Net Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, at Agent’s option, either will be distributed by Agent to Borrower or applied as a mandatory prepayment of the Loan. (g) Business interruption/rent loss insurance proceeds to of Borrower shall be used for such repair deposited into the Lockbox Account and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on disbursed in accordance with the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year Cash Management Agreement. Any business interruption/rent loss insurance proceeds remaining after completion of the Term Restoration shall, at Agent’s election, be distributed to Borrower or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to applied as a configuration substantially equivalent to that configuration which existed as mandatory prepayment of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty Loan (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement payment of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationPrepayment Fee).

Damage or Destruction. If, during 22.01. If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Building shall be partially or totally damaged or destroyed by fire or other casualty, then Landlord Tenant shall repair the damage and restore and rebuild the Building with reasonable dispatch after notice to it of the damage or destruction to either (i) improvements of a condition, character and value equal to those existing on the Demised Premises immediately prior to such damage or destruction, or (ii) improvements of a condition, character and value equal to the improvements which existed on the Commencement Date of this Lease without consideration for any alterations, modifications, changes or other “fit-up” work which Tenant performs to the Demised Premises subsequent to the Commencement Date. All insurance proceeds payable under any All-Risk casualty or similar insurance policy carried by Tenant hereunder shall be entitled made available to retain Tenant to pay for the cost of such reconstruction, including, without limitation, for the cost of the repair or reconstruction of any Tenant’s Property, provided that the amount of any such insurance shall not limit Tenant’s obligations under this Article 22. If the Building shall be partially or totally damaged or destroyed by fire or other casualty during the last two (2) years of the Term, Tenant shall be permitted to terminate this Lease on the condition that Tenant assigns to Landlord all right, title, and interest in an to all insurance proceeds payable under the All-Risk casualty or similar insurance policy required to be carried by reason Tenant hereunder (which policy must be in effect as a condition to Tenant’s right to terminate this Lease as provided hereinabove). 22.02. Subject to the provisions of and with respect Section 22.04, if all or part of the Demised Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Rent shall be abated or reduced, as the case may be, in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises (to the extent of rent insurance proceeds received by Landlord from insurance maintained by Tenant), for the period from the date of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct date the Parking Facility in a commercially reasonable and efficient manner subject damage to the following terms Demised Premises shall be substantially repaired provided, however, should Tenant reoccupy a portion of the Demised Premises during the period the repair or restoration work is taking place and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited prior to the extent date that the Demised Premises are substantially repaired or made tenantable the Rent allocable to such reoccupied portion, based upon the proportion which the area of the insurance proceeds received reoccupied portion of the Demised Premises bears to the total area of the Demised Premises, shall be payable by LandlordTenant from the date of such occupancy. 22.03. Except as provided in Article 22.01 above, (ii) Landlord’s duty to repair and restore the Premises Tenant shall not begin until receipt be entitled to terminate this Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the insurance proceedsBuilding pursuant to this Article 22. 22.04. Notwithstanding any of the foregoing provisions of this Article 22, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property if by reason of some act or omission on the Premises belonging to part of Tenant or any of Tenant’s its subtenants or its or their partners, directors, officers, servants, employees, contractors, agents or inviteescontractors, (v) Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the rent insurance proceeds applicable to damage or destruction of the Building by fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Rent. Further, nothing contained in this Article 22 shall relieve Tenant from any liability that may exist as a result of any damage or destruction by fire or other casualty. 22.05. Landlord will not carry insurance of any kind on the Building or Tenant’s Property and, except as provided by law or by reason of Landlord’s breach of any of its obligations hereunder, shall not be obligated to repair any damage to or replace the Tenant’s Property. 22.06. The provisions of this Article 22 shall be deemed an express agreement governing any case of damage or destruction of the Building by fire or other casualty, and any law providing for such a contingency in the absence of an express agreement, now or hereafter in force, shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period application in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationcase.

Damage or Destruction. If, during 11.1 In the Term of this Agreement, event the entire Parking Facility demised premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Building necessary for Tenant’s and its invitees activities thereon, shall be 's use of the demised premises are damaged or destroyed in whole or in part during the term hereof by fire or other casualty insured against by Landlord's fire and extended coverage insurance policy covering the Building, Landlord shall, at its own cost and expense, repair and restore the same to tenantable condition with reasonable dispatch, and during such time as any portion of the demised premises Is unusable by reason of such damage, the rent herein provided shall ▇▇▇▇▇ in such proportion as that part of the demised premises so rendered unusable bears to the entire demised premises. 11.2 Notwithstanding the provisions of Section 11.1 hereof, if, in the reasonable opinion of Landlord, (i) the demised premises cannot be restored to tenantable condition within a period of one hundred fifty (150) days following the commencement of such restoration work, and/or (ii) the cost of performing such restoration work exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), then Landlord shall not be required to make any repairs and Landlord shall have the right to terminate this Lease upon written notice to Tenant within sixty (60) days after the date of such fire or other casualty, then in which event this Lease shall terminate as of the date of such notice and Landlord and Tenant shall be released from any and all liability thereafter accruing hereunder. 11.3 If the demised premises are to be repaired under this Article 11, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect repair any injury or damage to the damage or destruction to Building itself and the Premises and Landlord shall rebuild or reconstruct leasehold improvements in the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed demised premises existing as of the Commencement Date. During Tenant shall perform, and pay the period cost of, repairing any .other improvements In the demised premises and shall be responsible for carrying such casualty insurance as t deems appropriate with respect to such other improvements. Tenant shall, at its own cost and expense, remove such of its furniture and other belongings from the demised premises as Landlord shall require in which order to repair and restore the Parking is unavailable to a demised premises. 11.4 Landlord and Tenant do hereby waive and release each other of and from any and all rights of recovery, claims, actions or causes of action, against each other, their agents, officers and employees, for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty loss or damage that may occur (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring loss or damage to the Parking Facilitydemised premises, the rental payable Building, leasehold improvements, personal property, furniture and fixtures) by reason of fire, the elements or any other cause which could be insured against under the terms of a standard "all-risk" insurance policy or is, in fact, insured against by insurance then being carried by the party suffering the loss or damage, regardless of cause or origin. Landlord and Tenant shall ▇▇▇▇▇. The abatement each obtain from their respective insurers under all policies of insurance maintained by either of them a waiver of all rights of subrogation which the rent insurer of one party might have against the other party consistent with the foregoing waiver, and Landlord and Tenant shall be each indemnify the exclusive remedy of Tenant other against Landlord in any loss or expense, including reasonable attorneys' fees, resulting from the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationfailure to obtain such waiver from their respective insurers.

Damage or Destruction. ‌ (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be premises hereby leased are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received premises untenantable, the rent reserved hereunder (except ▇▇▇▇▇▇’s share of any charges for water) shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire area leased hereunder, (ii) Landlord’s duty to repair and restore such reduction shall be apportioned from the Premises shall not begin until receipt date of the insurance proceedscasualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, (iii) Landlordin the event such fire or other casualty damages or destroys any of Tenant’s lender(s) must permit leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall cause the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Premises belonging to Tenant Lease term, the premises or any a substantial portion of Tenant’s employeesthe building in which the premises is situated are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (premises to their condition immediately prior to the casualty or to complete terminate this Lease, such option shall be exercised by Landlord by written notice to Tenant within thirty (30) days after the fire, accident or casualty. In the event of such termination, the rent reserved hereunder shall be adjusted as of the date of the fire, accident or casualty. If Landlord elects to restore the premises, such restoration shall be completed as promptly as reasonably possible and the rent reserved hereunder shall ▇▇▇▇▇ until the premises are again rendered tenantable. (c) Notwithstanding any restorationof the foregoing provisions of this Section 14, if Landlord elects to repair or restore the premises, but Landlord fails to substantially restore the same within one hundred eighty (180) days following the date of such fire or other casualty, Tenant shall have the right to terminate this Lease by written notice of termination to Landlord given after the expiration of such one hundred eighty (180) day period so long as such notice is given prior to Landlord’s substantial restoration of the premises. Further, if the premises is rendered wholly untenantable during the last year of the Term Lease term or of during any Option Period if renewal term, Tenant has delivered shall have the right to terminate this Lease by written notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than given within thirty (30) consecutive days, including, without limitation, any days following the date of such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation fire or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother casualty.

Damage or Destruction. IfAfter the happening of any casualty to --------------------- the Secured Property or any part thereof, during Mortgagor shall give prompt written notice thereof to Mortgagee or its authorized representative and the Term following shall apply: (1) In the event of this Agreementany damage or destruction of all or any part of the Secured Property, the entire Parking Facility all proceeds of insurance shall be payable to Mortgagee, and Mortgagor hereby authorizes and directs any affected insurance company to make payment of such proceeds directly to Mortgagee. Insurance proceeds held by Mortgagee may be commingled with other funds in Mortgagee's or such portion thereof as its authorized representative's possession, shall render the Premises unsuitable constitute additional security for the continued conduct of the Tenant’s Obligations and its invitees activities thereon, Mortgagor shall be damaged or destroyed by fire or other casualty, then Landlord shall not be entitled to retain all the payment of interest thereon; provided, however, that in the event such insurance proceeds payable exceed $100,000 and such funds will be used for restoration or repair as provided below, such funds shall constitute additional security for the Obligations, but at Mortgagor's written request, such proceeds shall be deposited into an interest-bearing account at a bank or other financial institution satisfactory to Mortgagee, and held in accordance with a written escrow agreement satisfactory to Mortgagee and its legal counsel. Interest on such escrowed funds shall be added to, become a part of, and be disbursed as part of such insurance proceeds. Until said escrow agreement is executed and delivered, such monthly deposits shall not be held in an interest-bearing account and shall be held by reason Mortgagee as provided above. Any and all escrow fees and other costs associated with establishing such third-party escrow shall be borne by Mortgagor. Mortgagee by itself or through its authorized representative is hereby authorized and empowered by Mortgagor to participate in any settlement, adjustment or compromise of any claims for loss, damage or destruction under any policy or policies of insurance. Mortgagor may not settle, adjust or compromise any claim without Mortgagee's consent, not to be unreasonably withheld; provided, however, that Mortgagor may, without Mortgagee's consent, settle, adjust or compromise any claim if the resulting settlement, adjustment or compromise is in an amount sufficient to satisfy the Obligations in full, and with respect such Obligations are actually paid in full. (2) In the event of any such damage or destruction, subject to Subsection 1.03G, Mortgagee shall have the option in its sole and absolute ---------------- discretion and without regard to the adequacy of its security hereunder, of applying all or part of the insurance proceeds (a) to the Obligations, whether or not then due, in the inverse order of maturity, or (b) to the repair or restoration of the Secured Property, or (c) to cure any then current default under any of the Loan Documents, or (d) to reimburse the Mortgagee and its authorized representative for its reasonable costs and expenses in connection with the recovery of such insurance proceeds, or (e) any combination of the foregoing. (3) Nothing herein contained shall be deemed to excuse Mortgagor from repairing or maintaining the Secured Property as provided in Section 1.05 ------------ hereof or restoring all damage or destruction to the Premises and Landlord shall rebuild Secured Property, regardless of whether there are insurance proceeds available or reconstruct the Parking Facility whether such proceeds are sufficient in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesamount, and Landlord’s obligation is limited to the extent application or release by Mortgagee of the any insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt cure or waive any Event of the insurance proceeds, Default (iiias hereinafter defined) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore or notice of default under this Mortgage or invalidate any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement act done pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such (a) If any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged Leased Premises is rendered untenantable or destroyed inaccessible by damage from fire or other casualty, then, unless Tenant is entitled to and elects to terminate this Lease pursuant to subsection (c) below, Landlord shall, to the extent of available insurance proceeds therefor, use reasonable efforts to diligently repair and restore the Leased Premises to the condition of the Leased Premises immediately before such fire or other casualty to the extent permitted by then applicable Laws; provided, however, that in no event shall Landlord have any obligation for any of Tenant’s Alterations, Tenant’s Theatre Fixtures and Equipment, or any other personal property on or about the Leased Premises, unless such damage is due to the negligence or willful misconduct of Landlord or Landlord’s agents and representatives. (b) If Landlord is required to repair damage to the Leased Premises, this Lease shall continue in effect, but Tenant’s Base Rent shall be entitled abated with regard to retain all insurance proceeds payable any portion of the Leased Premises that Tenant is prevented from using by reason of and with respect to the such damage or destruction to its repair from the Premises date of the casualty until substantial completion, and Landlord shall rebuild or reconstruct diligently pursue restoration of the Parking Facility in a commercially reasonable and efficient manner subject affected portion of the Leased Premises to the condition existing prior to such damage. In no event shall Landlord have any obligation to make any repairs to the extent the cost of such repairs would exceed the aggregate amount of insurance proceeds actually received by Landlord to perform the repair work. Landlord shall not be liable to Tenant by reason of any injury to or interference with Tenant’s business or property arising from fire or other casualty or by reason of any repairs to any part of the Leased Premises necessitated by such casualty, unless such injury is caused by the willful misconduct or negligent acts or omissions of Landlord or Landlord’s agents or representatives. (c) Tenant may elect to terminate this Lease following terms and conditionsdamage by fire or other casualty under the following circumstances: (i) if, in the casualty must reasonable judgment of Tenant, in coordination with the professional opinion of a certified architect or engineer, the Leased Premises cannot be insured substantially repaired and restored under Landlord's insurance policies, and Landlord’s obligation is limited to applicable laws within one hundred eighty (180) days from the extent date of the insurance proceeds received by Landlordcasualty, or (ii) Landlord’s duty to repair and restore if the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant fire or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) other casualty occurs during the last year two (2) years of the Term then-current term. If the circumstances described in subsections (a) or of any Option Period if Tenant has delivered notice that it is not renewing the Term (b) of this Agreement pursuant Section 50 occur or arise, Tenant may give written notice to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive daysdays after the date of the casualty, includingspecifying that Tenant elects to terminate this Lease as provided above. If no such notice is given, without limitation, any such period during which Landlord this Lease shall continue in full force and effect. If termination is repairing and restoring the Parking Facilityelected, the rental payable by Tenant shall ▇▇▇▇▇. The abatement effective date of the rent termination of this Lease shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use date of the whole or any part occurrence of the Premises and/or for any inconvenience or annoyance occasioned by any casualty damages, and any resulting damage, destruction, repair, or restorationthe insurance proceeds shall be delivered to Landlord.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Building should be damaged or destroyed by fire or other casualtyperil, then Landlord Tenant immediately shall be entitled give written notice to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsLandlord. If: (i) the casualty must Building should be totally destroyed by any peril not covered by insurance required to be carried hereunder; or if (ii) the Leased Premises should be so damaged thereby that, in Landlord's estimation, rebuilding or repairs cannot be completed within one hundred eighty (180) days after Landlord's receipt of insurance proceeds and required permits; or if (iii) the Leased Premises should be so damaged thereby that, in Landlord's estimation, rebuilding or repairs of the portion thereof required to be insured under by Tenant can be substantially completed within one hundred eighty (180) days after the date of such damage, but the insurance proceeds available to Landlord will not, in Landlord's estimation, be sufficient to complete such rebuilding or repairs (due to such insurance policies, proceeds being applied to mortgage debt or otherwise) and Landlord’s obligation Landlord is limited either unable or unwilling to advance sufficient funds to complete such rebuilding or repairs (such decision to be made within sixty (60) days of the casualty); then in any of such events this Lease shall cease and terminate as if and to the extent the effective date of such termination had been the date originally scheduled for the expiration of the term of this Lease, and the Rent shall be abated during the previously unexpired term of this Lease, effective upon the date of the occurrence of such damage. (b) Subject to the provisions of Article 9(a) above, if the Building should be damaged by any peril covered by the insurance proceeds received by Landlordrequired to be carried hereunder, (ii) Landlord’s duty and Landlord does not have the right to repair and or does not elect to terminate this Lease, then Landlord shall restore the Premises Building to substantially its previous condition, except that Landlord shall not begin until receipt be required to rebuild, repair or replace any of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Tenant's Property or any of Tenant’s employees's Work or any other property of, contractorsor improvements or alterations made by, agents Tenant. Subject to events of Force Majeure or inviteesTenant Delays, if such repairs and rebuilding of the Leased Premises have not been substantially completed within one hundred eighty (v180) days after the date of Landlord's receipt of insurance proceeds and necessary permits, Tenant, as Tenant's exclusive remedy, may give Landlord notice of Tenant's intention to terminate the Lease effective as of the date specified in such notice which date shall be not less than ninety (90) days after the notice. If the repairs and rebuilding have no obligation not been substantially completed by the date specified in such notice for reasons other than Tenant Delays or Force Majeure, Tenant, as Tenant's exclusive remedy, may immediately terminate this Lease by delivering written notice of termination to restore Landlord, in which event the damage or destruction (or rights and obligations hereunder shall cease and terminate as if and to complete any restoration) the extent the effective date of such termination had been the date originally scheduled for the expiration of the term of this Lease, and Rent shall be abated during the last year unexpired term of this Lease, effective upon the date of the Term termination. Rent shall not be abated during any repairs or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options construction performed pursuant to this AgreementArticle 9(b). (c) Notwithstanding any provision herein to the contrary, and (vi) if Landlord shall rebuild or reconstruct elects to proceed with the Parking Facility to a configuration substantially equivalent to that configuration which existed as restoration of the Commencement DateImprovements not withstanding the fact that Landlord EXHIBIT 10.43 estimates available insurance proceeds will be inadequate for such restoration costs, or in the event available insurance costs are in fact inadequate for such restoration costs, Tenant will pay the deficiency to Landlord upon demand. During the period in which the Parking is unavailable to a Tenant for any reason caused by Regardless of whether or not Landlord during the Term of terminates this Agreement for a period or restores the Leased Premises, Tenant shall pay Landlord the amount of more than any applicable deductibles within thirty (30) consecutive days, including, without limitation, days after written demand by Landlord. Such obligations shall survive any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement termination of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthis Agreement.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of If the whole or any part of the Premises and/or for any inconvenience be damaged or annoyance occasioned destroyed by any casualty cause whatsoever, whether insured or uninsured, at any time during the Term of this Lease, Tenant will, irrespective of insurance proceeds, promptly commence to replace or repair the portion of the Premises that is damaged or destroyed, and complete such repair and/or restoration with due diligence and at its sole cost and expense, with such changes, alterations or modifications as are reasonably determined by Tenant so long as such changes, alterations or modifications do not diminish the overall utility for the Permitted Uses. The parties recognize that such damage or destruction may require emergency replacement or repair. Tenant will be entitled to all insurance proceeds in order to effect such replacement, modifications or alterations. However, if (i) Tenant reasonably determines that replacement and repair of the Premises is not in furtherance of the Permitted Uses or that the continued operation of the Premises after such replacement and repair in substantially the same manner as conducted prior to the damage or destruction will not be economic and feasible, and (ii) the damage to or destruction of the Premises was covered by such property insurance as may be required pursuant to Article 7 hereof or by insurance otherwise carried by Tenant, and (iii) upon the Town’s request, Tenant demolishes any resulting damagedestroyed buildings and secures any damaged buildings, destructionin each case to a safe condition reasonably satisfactory to the Town and in compliance with Legal Requirements, repairthen Tenant may elect, within ninety (90) days after the date of such casualty, not to repair or restorationreplace the portion of the Premises damaged and may terminate this Lease by giving notice to the Town (the “Casualty Termination Notice”). After delivery of the Casualty Termination Notice to the Town, (i) Tenant will vacate the Premises as soon as reasonably possible; and (ii) assign to the Town all of its right, title and interest in and to any and all insurance proceeds related to such casualty. Tenant’s obligations hereunder shall survive the termination of the Lease.

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

Damage or Destruction. IfSection 22.1 - Landlord's Obligation to Repair and Reconstruct . (a) Subject to Section 22.2, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render if the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be partially damaged or destroyed by fire or other casualtycasualty but are not thereby rendered untenantable in any manner, then Landlord shall cause the Premises to be entitled repaired, subject to retain all insurance proceeds payable Subsection (c) herein, and the Fixed Minimum Rent and Additional Charges shall not be abated. If by reason of such occurrence the Premises shall be rendered untenantable only in part, Landlord shall cause the Premises to be repaired, subject to Subsection (c) herein and to Section 22.2, and the Fixed Minimum Rent and Additional Charges shall be abated proportionately as to the portion of the Premises rendered untenantable until the earlier to occur of one hundred ten (110) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (b) Subject to Section 22.2, if the Premises shall be rendered wholly untenantable by reason of such occurrence, Landlord shall cause the Premises to be repaired, subject to Subsection (c) herein, and the Fixed Minimum Rent and Additional Charges shall be abated until the earlier to occur of one hundred ten (110) days after Landlord's restoration work has been substantially completed or the date the Premises so repaired has reopened for business. (c) If Landlord is required or elects to repair or reconstruct the Premises under the provisions of this Article XXII, its obligation shall be limited to that work with respect to the damage or destruction Premises which was Landlord's obligation to perform for Tenant at the commencement date of this Lease. Tenant, at Tenant's expense, shall promptly perform all repairs and restoration not required to be done by Landlord and shall promptly refixture and reconstruct the Premises and Landlord shall rebuild or reconstruct the Parking Facility recommence business in a commercially reasonable and efficient manner subject to the following terms and conditions: all parts thereof. (id) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises Tenant shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds be entitled to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage damages, other than stated herein, from Landlord for the loss of the use of the whole or any part of the Premises and/or for or damage to Tenant's personal property or any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration.

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the Premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received Premises untenantable, the rent reserved hereunder shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire gross rentable area of the Premises, (ii) Landlord’s duty and such reduction shall be apportioned from the date of the casualty to repair and restore the date when the Premises are rendered fully tenantable. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Tenant’s leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall not begin until receipt of cause the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Lease term, the Premises belonging to Tenant or any a substantial portion of Tenant’s employeesthe Building are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (Premises to their condition immediately prior to the casualty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive daysdays after the fire, includingaccident or casualty. If Landlord elects to restore the Premises, without limitation, any such period during which Landlord is repairing restoration shall be completed as promptly as reasonably possible and restoring the Parking Facility, the rental payable by Tenant rent reserved hereunder shall ▇▇▇▇▇. The abatement ▇ until the Premises are again rendered tenantable. (c) In the event Landlord elects to restore or repair the Building and Premises in accordance with subsection (b) above, and in the further event that Landlord does not substantially complete such restoration or repair within two hundred seventy (270) days from the date of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premisesfire or other casualty. Tenant hereby waives all claims against shall have the right and option to terminate this Lease by written notice thereof to Landlord for any compensation or damage for loss given after the expiration of use such two hundred seventy (270) day period, provided such notice is given before substantial completion of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, such repair or restoration.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct any part of the Tenant’s and its invitees activities thereon, it shall be damaged or destroyed by fire or otherwise, Tenant shall promptly notify Landlord, and, at its sole cost and expense, and whether or not the insurance proceeds are sufficient, restore, repair, replace, or rebuild the Facility (individually and collectively "restore" or "the restoration"). The restoration shall be at least equal in quality and class to the original Work, and shall be performed pursuant to plans and specifications approved by Landlord, which approval shall not be unreasonably withheld or delayed, and the holder of any Permitted Mortgage and in accordance with all provisions applicable to the Work and all other casualtyprovisions of this Lease. The restoration shall be commenced within ninety (90) days from the date of the damage or destruction, then provided, however, that Landlord shall grant such extensions of time for the adjustment of insurance and the preparation of the plans and specifications as reasonably may be required. The architect or engineer in charge of the restoration shall be selected by Tenant and approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed, and the holder of any Permitted Mortgage. Tenant shall diligently complete the restoration. (b) The insurance proceeds payable because of damage to or destruction of the Facility ("the insurance proceeds") shall be paid to the holder of any Permitted mortgage to be applied as required by the Permitted Mortgage and the Consent and Agreement. If there is no Permitted Mortgage, the insurance proceeds shall be payable to Landlord. In the event the insurance proceeds are payable to Landlord, the insurance proceeds, net of the costs of adjustment and collection ("the net insurance proceeds"), shall be disbursed in accordance with the following subparagraphs (c), (d) and (e). (c) The net insurance proceeds shall be disbursed to Tenant for the restoration, in installments equal to ninety per cent (90%) of the work completed and materials furnished in the restoration, upon the written request of Tenant accompanied by the following: (i) evidence, by an official search of a licensed title insurance company doing business in Syracuse, New York, approved by Landlord, that no lien has been filed against the Premises or the Facility; and (ii) a certificate signed and verified by Tenant and the architect or engineer in charge of the restoration, stating that: A. the amount requested is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for the restoration, a description of the services and materials and the amounts due each person, and that no part of the amount requested has been included in any other request by Tenant; B. except for the amount requested, after due inquiry, no other amounts are due on the date of the certificate for labor, wages, materials, supplies or services in connection with the restoration; C. the cost of labor and materials required to complete the restoration will not exceed the net insurance proceeds remaining after payment of the amount requested; and D. the restoration is in compliance with the plans and specifications approved by Landlord and has been performed in accordance with the provisions applicable to the original Work. (d) Upon completion of the restoration, there shall be paid to Tenant, from, and only to the extent of, the net insurance proceeds, an amount equal to 100% of the costs of work completed and materials furnished in the restoration less the amounts previously disbursed to Tenant, provided Tenant shall have complied with all the requirements and provisions of this Article and shall have obtained an unconditional permanent certificate of occupancy, if required, from the appropriate governmental authority. (e) Upon receipt of evidence satisfactory to Landlord that the restoration has been completed in accordance with the provisions of this Lease and its cost paid in full and that there are no liens upon the Premises or the Facility, the net insurance proceeds remaining, if any, shall be paid to Tenant, provided Tenant is not in default under this Lease. (f) Subject to the rights of the holders of any Permitted Mortgage, if this Lease shall be terminated for any reason other than in accordance with this Article or Article 21, Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Tenant shall have no interest in, nor any right, title, or claim to them. (g) No destruction or damage to the Facility or any part of it shall permit Tenant to surrender this Lease or shall relieve Tenant from its obligation to repair and restore any personal property on the Premises belonging to Tenant pay rent or from any of Tenant’s employees, contractors, agents its other obligations under this Lease. Tenant waives any rights now or invitees, (v) Landlord shall have no obligation in the future conferred upon it by statute or otherwise to restore the damage quit or destruction (surrender this Lease or to complete any restorationsuspension, diminution, abatement or reduction of rent on account of any destruction or damage to the Facility or the Premises. (h) If the Facility is damaged by fire or otherwise during the last year three (3) years of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, Lease and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as cost of restoration will exceed 50% of the Commencement Date. During then replacement value of the period in which the Parking is unavailable Facility, Tenant may elect to a Tenant for any reason caused by Landlord during the Term of terminate this Agreement for a period of more than Lease on at least thirty (30) consecutive days' notice to Landlord, includinggiven within ninety (90) days after the damage. If Tenant elects to terminate, without limitationthis Lease shall end on the date specified in the notice, provided Tenant shall restore the Premises to its condition prior to the commencement of the construction of the Cogeneration Facility ("the restoration"), which restoration shall be performed in accordance with all of the requirements of this Agreement applicable to the original Work. Subject to the rights of the holder of any such period during which Landlord is repairing and restoring Permitted Mortgage, all insurance proceeds shall first be made available for the Parking Facility, the rental payable costs of restoration by Tenant shall ▇▇▇▇▇. The abatement of and the rent balance shall be the exclusive remedy sole property of Landlord, and Tenant against Landlord in shall not have any right or claim to the event of a casualty involving the Premisesinsurance proceeds. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use The termination of the whole Lease under this Section shall not release Tenant from its obligation to pay rent or from any part of its other obligations under this Lease accrued or payable for the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationperiod prior to the effective date of termination.

Damage or Destruction. (a) If, during the Term of this AgreementLease Term, the entire Parking Facility Premises or such portion thereof as shall render portions of the Building or common areas that are reasonably necessary for the tenantability of, or access to, the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are totally or partially damaged or destroyed by fire from any cause, thereby rendering the Premises totally or other casualtypartially inaccessible or unusable, then Landlord shall diligently (taking into account the time necessary to effectuate a satisfactory settlement with any insurance company involved) restore and repair the Premises (including the Leasehold Work) and the Building to substantially the same condition they were in prior to such damage, except as provided in this Article XVII. (b) After the occurrence of such damage or destruction, Landlord shall promptly notify Tenant of Landlord’s determination (“Landlord’s Determination Notice”) of the date by which Landlord reasonably estimates it could substantially complete such repairs and restoration (the “Estimated Restoration Date”). If in the reasonable judgment of Landlord the repairs and restoration cannot be entitled completed within two hundred seventy (270) days after the occurrence of such damage, including the time needed for removal of debris, preparation of plans and issuance of all required government permits, then, for a period of forty-five (45) days after Tenant’s receipt of Landlord’s Determination Notice, Landlord and Tenant shall each have the right to retain all insurance proceeds payable terminate this Lease by reason of and with respect providing written notice to the damage or destruction other. 17.2 If neither party elects to terminate this Lease within the Premises and applicable period set forth in Section 17.1 above, Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty proceed to repair and restore the Premises shall not begin until receipt (including the means of access thereto and the Leasehold Work) and the Building utilizing the proceeds of Landlord’s insurance (covering damage to the Building and to the Leasehold Work (or any Phase thereof) up to the amount of the Allowance (or any portion thereof applicable to such Phase)) and Tenant’s insurance proceeds(covering the Leasehold Work in excess of the amount of the applicable portion of the Allowance), (iii) Landlord’s lender(s) must permit the insurance proceeds to and Tenant shall be used for such repair and restoration, (iv) Landlord shall have no obligation required to repair and restore any at its sole expense all decorations, trade fixtures, furnishings, equipment and personal property on the Premises installed by or belonging to Tenant. In connection with any restoration of the Leasehold Work, Landlord shall perform the Leasehold Work, and Landlord shall be obligated to pay for the cost of the Leasehold Work up to the amount of the Allowance (or applicable portion thereof). Landlord and Tenant or agree that in the event of any of overlap between Landlord’s insurance and Tenant’s employeesinsurance with respect to insuring the Leasehold Work, contractors, agents or invitees, then Landlord’s insurance shall be primary. Tenant shall reimburse Landlord (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than within thirty (30) consecutive days of demand therefor) for the cost of any Leasehold Work (or any Phase thereof) above the amount of the Allowance (or any portion thereof applicable to such Phase). (a) If this Lease is not terminated pursuant to the provisions of this Article XVII, but the repairs and restoration of the Premises undertaken by Landlord are not substantially completed on or before the sixtieth (60th) day after the Estimated Restoration Date (the “Restoration Deadline”), then Tenant shall have the right to terminate this Lease by delivering written notice of the exercise of such right to Landlord at any time following the Restoration Deadline and prior to the date restoration of the damage is substantially completed. Notwithstanding the foregoing, the Restoration Deadline shall be extended on a day-for-day basis to the extent any of the following factors delay the repair and restoration of the Premises: (i) if the delay in completion is a result of a Tenant Delay; or (ii) if (x) the delay in completion is the result of a Force Majeure Delay, (y) Landlord has given Tenant notice of such delay reasonably promptly after the occurrence thereof, and (z) the necessary repairs and restoration are substantially completed within one hundred twenty (120) days after the Estimated Restoration Date, which time period shall not be further extended as a result of Force Majeure (the “Extended Restoration Deadline”). In the event the necessary repairs and restoration are not substantially completed on or before the Extended Restoration Deadline and the delay in completion is not the result of a Tenant Delay, then Tenant shall’ have the right to terminate this Lease by delivering written notice of the exercise of such right to Landlord within ten (10) business-days-after the Extended Restoration Deadline. (b) Notwithstanding anything to the contrary contained in this Article XVII, includingin the event such damage or destruction was caused by the willful misconduct of Tenant, without limitationthen any right to terminate this Lease to which Tenant is otherwise entitled pursuant to this Article XVII automatically shall be void and of no force or effect whatsoever. 17.4 If this Lease is terminated pursuant to this Article, any all rent payable hereunder shall be apportioned and paid to the date of the occurrence of such period during which damage, and Tenant shall have no further rights or remedies as against Landlord pursuant to this Lease, or otherwise. If this Lease is not terminated as a result of such damage, until the repair and restoration of the Premises is completed, Tenant shall be required to pay annual Base Rent and Additional Rent only for that part of the Premises that Tenant is able to use while repairs are being made, based on the ratio that the amount of usable rentable area bears to the total rentable area of the Premises. Landlord shall bear the costs and expenses of repairing and restoring the Parking FacilityPremises applying toward such costs and expenses the proceeds of Landlord’s and (to the extent, if any, provided in Section 17.2 above) Tenant’s insurance (covering damage to the rental payable Building and to the Premises). Provided, however, that Landlord shall not be obligated to restore the Premises or the Building if (i) the destruction was not caused by an insurable event, or (ii) the estimated cost of such restoration, as determined by Landlord’s architect, exceeds the sum of (x) any deductible under Landlord’s applicable insurance policy, plus (y) insurance proceeds available to Landlord for such restoration or the amount of insurance proceeds that Landlord would have received if Landlord had carried the insurance required in Section 13.2. 17.5 If Landlord repairs and restores the Premises as provided in this Article XVII, Landlord shall not be required to repair or restore any decorations, alterations or improvements to the Premises previously made by or at the expense of Tenant (except the Leasehold Work pursuant to the provisions of Section 17.2) nor any of the trade fixtures, furnishings, equipment or personal property belonging to Tenant. If the Lease is not terminated pursuant to this Article, Tenant shall ▇▇▇▇▇. The abatement be required to repair and restore at its sole expense all such decorations, alterations, or improvements to the Premises previously made by or at the expense of Tenant and all such trade fixtures, furnishings, equipment and personal property belonging to Tenant. 17.6 Notwithstanding anything to the contrary contained herein, if (a) the Building is damaged or destroyed from any cause to such an extent that the costs of repairing and restoring the Building would exceed fifty percent (50%) of the rent replacement value of the Building, and (b) in the sole but not unreasonable judgment of Landlord the repairs and restoration cannot be completed within two hundred seventy (270) days after the occurrence of such damage, and (c) Landlord terminates all other leases in the Building, then, whether or not the Premises are damaged or destroyed, Landlord shall have the right to terminate this Lease by written notice to Tenant within forty-five (45) days following such event. This right of termination shall be the exclusive remedy in addition to any other right of Tenant against Landlord termination provided in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthis Lease.

Damage or Destruction. If15.1 If the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Term term of this AgreementLease, the entire Parking Facility or Tenant shall repair such portion thereof as shall render damage and restore the Premises unsuitable for to substantially the continued conduct same or better condition as existed before the occurrence of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by such fire or other casualty, Tenant shall repair and replace all such movable furniture, equipment, trade fixtures and personal property, and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with Article 9. In no event shall rent ▇▇▇▇▇. Provided that Tenant shall have unconditionally ratified in writing its repair and restoration obligations pursuant to this section 15.1 with respect to such casualty, Tenant shall have the right to participate in the adjustment of any insurance claim arising from such casualty and shall have the right to approve any settlement or adjustment, which approval shall not unreasonably be withheld or delayed. Provided Tenant is not in default under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute a default), and provided Tenant has (i) delivered to Landlord plans and specifications and a budget for such repair and restoration (all of which Landlord shall have approved in its reasonable judgment), and (ii) deposited with Landlord cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of insurance proceeds received on account of such casualty, then Landlord shall be entitled make available to retain Tenant all insurance proceeds payable actually received by reason Landlord on account of and with respect such casualty, for application to the damage or destruction to the Premises costs of such approved repair and restoration, as follows: (a) No more frequently than once per calendar month, Tenant may request that Landlord shall rebuild or reconstruct the Parking Facility reimburse Tenant for costs incurred by Tenant for work in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty place to repair and restore the Premises during the immediately preceding calendar month. Tenant's request shall certify that all work for which reimbursement is requested was performed in compliance with the plans and specifications approved by Landlord pursuant to Article 9 and all applicable laws, and shall include reasonably satisfactory evidence of the costs incurred by Tenant and unconditional lien releases in form and substance required by applicable law executed by all mechanic's, materialmen, laborers, suppliers and contractors who performed any portion of the repair work or supplied materials. (b) Within fifteen (15) days after receiving Tenant's request, Landlord shall approve or disapprove Tenant's request, which approval shall not begin until receipt be unreasonably withheld, by written notice to Tenant. If Landlord approves all or any portion of the a request and Landlord has received (and not previously disbursed) insurance proceeds, (iii) then Landlord’s lender(s) must permit 's approval shall include a check in the amount approved by Landlord. If Landlord disapproves all or any portion of a request, then Landlord's notice shall state the reasons for that disapproval. Landlord's failure to deliver a notice approving or disapproving a request shall be conclusively deemed Landlord's disapproval of the request. In addition, Landlord shall have the right to impose other conditions upon disbursement so long as they are consistent with customary construction loan disbursement practices. Landlord shall maintain in an interest-bearing account any proceeds of insurance proceeds held by Landlord and any sums deposited with Landlord by Tenant pursuant to this section 15.1, and so long as no default by Tenant under this Lease has occurred, interest earned on such account shall be used for disbursed to Tenant upon completion of such repair and restoration, except to the extent such interest has been applied to the costs of such repair and restoration. 15.2 If the Premises, or any part thereof, is damaged by fire or other casualty and (iva) such fire or other casualty occurs during the last twelve (12) months of the term of this Lease and the repair and restoration work to be performed by Tenant in accordance with section 15.1 cannot, as reasonably estimated by Landlord, be completed within four (4) months after the occurrence of such fire or other casualty, or (b) the insurance proceeds received by Landlord and Tenant in respect of such damage are not adequate to pay the entire cost, as reasonably estimated by Landlord, of the repair and restoration work to be performed by Landlord in accordance with section 15.1 and Tenant does not deposit such shortfall with Landlord, then, in any such event, Landlord shall have no obligation to repair and restore any personal property on the Premises belonging right, by giving written notice to Tenant within sixty (60) days after the occurrence of such fire or any of Tenant’s employeesother casualty, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period date of such notice, in which case all insurance proceeds on account of such casualty shall be paid to Landlord. If Landlord does not exercise the Parking is unavailable right to a Tenant for any reason caused by Landlord during the Term of terminate this Agreement for a period of more than thirty (30) consecutive daysLease in accordance with this section 15.2, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or repair such damage for loss of use of the whole or any part of and restore the Premises and/or for any inconvenience or annoyance occasioned by any casualty in accordance with section 15.1 and any resulting damage, destruction, repair, or restorationthis Lease shall remain in full force and effect.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct (a) Promptly after Borrower obtains knowledge of the Tenant’s and its invitees activities thereonoccurrence thereof, Borrower shall be damaged or destroyed by notify Administrative Agent of any fire or other casualtyCasualty with respect to any portion of the Property. Such notice also shall generally describe the nature and extent of such Casualty and set forth Borrower’s best preliminary estimate of the cost of Restoration. (b) Subject to the proviso in this Section 4.8(b), then Landlord Administrative Agent shall be entitled to retain receive all insurance proceeds payable by reason of and with respect to the damage Property on account of a Casualty and Borrower hereby irrevocably assigns, transfers and sets over to Administrative Agent all rights of Borrower to any such insurance proceeds, award or destruction payment. Borrower hereby irrevocably authorizes and empowers Administrative Agent, in the name of Borrower or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are equal to or greater than $5,000,000 (the “Casualty Proceeds Disbursement Threshold”) without Administrative Agent’s prior written consent. All expenses incurred by Administrative Agent (including the fees of any insurance consultant or adjuster and reasonable attorneys’ fees) in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto shall be a part of the Indebtedness and shall be due and payable to Administrative Agent on demand. Net Proceeds held by Administrative Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 4.8 or Section 4.10. Notwithstanding the foregoing, or anything else herein, to the Premises contrary, all proceeds of business interruption/rent loss insurance shall be deposited in Borrower’s operating account maintained with Administrative Agent and Landlord shall rebuild or reconstruct utilized by Borrower for the Parking Facility payment of principal and interest due under the Loan for the time period covered by such insurance. Notwithstanding the foregoing, to the extent the amount of the proceeds exceeds the amount of principal and interest due under the Loan for the time period covered by such insurance, such excess proceeds can be used by Borrower in any manner that does not violate the terms of the Loan Documents. (c) Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a commercially reasonable good and efficient workmanlike manner subject and in compliance with all Laws and the requirements of the Permitted Encumbrances, whether or not Borrower shall have satisfied the requirements of Section 4.8(d) in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) In the case of any Casualty with respect to which the insurance proceeds payable are less than the Casualty Proceeds Disbursement Threshold, provided no Default shall have occurred and be continuing, the Net Proceeds shall be held by Borrower and shall be used by Borrower for the applicable Restoration and to the following terms extent there is excess funds, any other lawful purposes without any further consent or approval from the Administrative Agent or any Lender. In the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Administrative Agent, if Administrative Agent so elects, as a part of the Collateral and conditions: shall be applied or dealt with by Administrative Agent as follows: (i) The Net Proceeds shall be disbursed if the casualty must following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (A) no Default or Potential Default shall have occurred and be insured under Landlord's insurance policiescontinuing; (B) Borrower shall have delivered to Administrative Agent within sixty (60) days after the occurrence of the Casualty, and Landlorda notice of Borrower’s obligation is limited desire to undertake the Restoration; (C) Borrower shall have demonstrated to the extent satisfaction of Administrative Agent that the insurance proceeds received Restoration can be completed prior to the earlier of (1) the date that is three (3) months prior to the then-current Maturity Date or (2) the date of repair or restoration as may be required by Landlord, applicable Law; (iiD) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord Borrower shall have no obligation demonstrated to repair and restore any personal property on the Premises belonging satisfaction of Administrative Agent that sufficient funds are available to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement Borrower through rent and/or business interruption insurance maintained pursuant to Section 2.2 4.7, cash, and/or a letter of credit or if Tenant has no more extension options pursuant other similar cash-equivalent security reasonably satisfactory to this AgreementAdministrative Agent as to form, content and issuer, and (vi) Landlord which shall rebuild or reconstruct be for the Parking Facility benefit of Administrative Agent, to a configuration substantially equivalent pay all Obligations and all operating expenses with respect to that configuration which existed the Property during the period reasonably estimated by Borrower as necessary for the completion of the Commencement Date. During Restoration; (E) if required by Administrative Agent, Borrower shall have provided Administrative Agent, a guaranty of completion satisfactory to Agent in form and content and from a guarantor approved by Administrative Agent which guaranty, among other things, guarantees the period timely and lien-free completion of the Restoration; (F) to the extent, in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking FacilityAdministrative Agent’s reasonable judgment, the rental payable by Tenant shall ▇▇▇▇▇. The abatement Net Proceeds are insufficient to pay the costs of the rent Restoration, Borrower shall be the exclusive remedy have provided Administrative Agent with a letter of Tenant against Landlord credit, cash deposit or similar equivalent security in the event amount of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty such deficiency in form, content and any resulting damage, destruction, repair, or restoration.issuer satisfactory to Administrative Agent;

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render 19.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall or Building should be damaged or destroyed by fire or other casualty, then Tenant shall give immediate written notice to Landlord. If the Premises or any common areas of the Building or Project serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Article 19, restore the base, shell, and core of the Premises and such common areas. Such restoration shall be entitled to retain all insurance proceeds payable substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by reason zoning and building codes and other laws or by the holder of and a mortgage on the Project, or the lessor of a ground or underlying lease with respect to the damage Project and/or the Building, or destruction any other modifications to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received common areas deemed desirable by Landlord, (ii) Landlordprovided access to the Premises, Tenant’s duty to repair parking rights under this Lease and restore any common restrooms serving the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) materially impaired. Landlord shall have no obligation to repair and restore not be liable for any personal property on the Premises belonging inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas, or applicable part thereof, necessary to Tenant’s use or occupancy or the conduct of Tenant’s business, Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, during the time and to the extent the Premises, or applicable part thereof are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof; provided further, however, if the damage or destruction was caused by the negligence or willful misconduct of Tenant or Tenant’s employees, contractors, agents licensees, subtenants or invitees, such abatement shall occur only to the extent rental abatement insurance proceeds are received by Landlord. 19.2 Within sixty (v60) days following the date of discovery of the damage, Landlord shall have no obligation deliver to Tenant a written estimate from Landlord’s contractor of the time needed to rebuild and/or restore the Premises and/or the Building (the “Restoration Notice”). Notwithstanding the terms of Section 19.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises, the Building and/or any other portion of the Project and instead terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of Landlord’s discovery of such damage (the “Damage Discovery Date”), such notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or destruction other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within two hundred forty (240) days of the Damage Discovery Date (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Project or ground or underlying lessor with respect to the Project and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered (except for deductible or self-retention amounts in the case of a casualty other than earthquake or flood) by Landlord’s insurance policies. In addition, if the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term, then notwithstanding anything contained in this Article 19, Landlord and Tenant each shall have the option to terminate this Lease by giving written notice to the other of the exercise of such option within thirty (30) days after the Damage Discovery Date, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 19.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Term. 19.3 If there is an occurrence of any damage to the Premises that does not result in the termination of this Lease pursuant to this Article 19, then upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to complete any restorationparty designated by Landlord) during all property insurance proceeds payable to Tenant under Tenant’s property insurance policy required under Sections 13.2(e)(ii) and (iii) above with respect to any improvements in the last year Premises required to be insured by Tenant hereunder (excluding proceeds for Tenant’s property, trade fixtures and equipment), and Landlord shall repair any injury or damage to the Tenant Improvements, alterations and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations and Original Improvements to their original condition; provided that if the estimated cost of such repair by Landlord exceeds the sum of (A) amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, plus (B) any insurance proceeds received or will be received by Landlord with respect to such Tenant Improvements, alterations and Original Improvements (it being acknowledged and agreed that Tenant’s insurance as to the Tenant Improvements, alterations and Original Improvements is primary in nature and Landlord’s insurance, if any, with respect to same is secondary in nature), the such estimated excess cost shall be paid by Tenant to Landlord prior to Landlord’s commencement of repair of the Term or of any Option Period if Tenant has delivered notice damage. In the event that it is Landlord does not renewing deliver the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options Landlord Repair Notice within forty-five (45) days following the Damage Discovery Date, and the Lease does not terminate pursuant to this AgreementArticle 19, Tenant shall, at its sole cost and expense, repair any injury or damage to the Tenant Improvements, alterations, and the Original Improvements installed in the Premises and shall return such Tenant Improvements, alterations, and Original Improvements to their original condition (viordinary wear and tear excepted). Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto. 19.4 If (i) Landlord shall rebuild does not elect to terminate this Lease pursuant to Landlord’s termination right as provided hereinabove, (ii) the damage constitutes a Tenant Damage Event (as defined below, and the repairs cannot, in the reasonable opinion of Landlord’s contractor, be completed within two hundred forty (240) days after the date of the casualty, Tenant may elect, no earlier than sixty (60) days after the date of the damage and not later than ninety (90) days after the date of such damage (or reconstruct within thirty (30) days after receipt of the Parking Facility Restoration Notice, if later), to a configuration substantially equivalent terminate this Lease by written notice to that configuration which existed Landlord effective as of the Commencement Date. During date specified in the period in notice, which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more date shall not be less than thirty (30) consecutive days, including, without limitation, any days nor more than sixty (60) days after the date such period during which Landlord notice is repairing and restoring the Parking Facility, the rental payable given by Tenant (prior to which Tenant shall ▇▇▇▇▇. The be entitled to an abatement of the rent Rent as provided in Section 19.1). As used herein, a “Tenant Damage Event” shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives mean damage to all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for or any inconvenience Common Areas necessary to Tenant’s occupancy of the Premises by fire or annoyance occasioned by other casualty, which damage (A) is not the result of the willful misconduct of Tenant or any casualty of the Tenant Parties (as defined below), (B) substantially interferes with Tenant’s use of or access to the Premises and any resulting damage(C) would entitle Tenant to an abatement of Base Rent and Tenant’s Share of Operating Expenses and Tenant’s Tax Share of Taxes, destruction, repair, or restorationpursuant to Section 19.1 above.

Damage or Destruction. If, a. If during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render term the Premises unsuitable for the continued conduct are totally or partially destroyed, or any other portion of the Building is damaged in such a way that Tenant’s and its invitees activities thereonuse of the Premises is materially interfered with, shall be damaged or destroyed from a risk the cost to repair of which is wholly covered by fire or other casualtyinsurance proceeds made available to Landlord for such purpose, then Landlord shall be entitled proceed with reasonable diligence to retain all insurance proceeds payable by reason of and with respect to repair the damage or destruction and this Lease shall not be terminated; provided, however, that if in the opinion of Landlord’s architect or contractor the work of repair cannot be completed in ninety (90) days following such damage or destruction, Landlord may at its election terminate this Lease by notice given to Tenant within thirty (30) days following the Premises and event or such longer period as may reasonably be necessary to obtain information from its architect or contractor. Notwithstanding the foregoing, Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must not be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty obligated to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or replace any of Tenant’s employeesmovable furniture, contractorsequipment, agents trade fixtures, and other personal property, nor any above Building standard alterations installed in the Premises by or inviteesat the request of Tenant (including those installed by Landlord at Tenant’s request, (v) Landlord whether prior or subsequent to the commencement of the Term), and no damage to any of the foregoing shall have no obligation entitle Tenant to restore the damage or destruction (or to complete any restoration) abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. b. If during the last year term the Premises are totally or partially destroyed, or any other portion of the Term or Building is damaged in such a way that Tenant’s use of any Option Period if Tenant has delivered notice that it the Premises is materially interfered with, from a risk the cost to repair of which is not renewing the Term of this Agreement pursuant wholly covered by insurance proceeds made available to Section 2.2 Landlord for repair or if reconstruction, Landlord may at its election by notice to Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than given within thirty (30) consecutive daysdays following the event or such longer period as may reasonably be necessary for Landlord to obtain information from its architect or contractor, including, without limitation, any such period during either restore the Premises or terminate this Lease. c. In case of destruction or damage which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement materially interferes with Tenant’s use of the Premises, if this Lease is not terminated as above provided, rent shall be abated during the exclusive remedy period required for the work of Tenant against Landlord in repair based upon the event degree of a casualty involving interference with Tenant’s use of the Premises. Except for abatement of rent, Tenant hereby waives all claims shall have no claim against Landlord for any compensation loss suffered by Tenant due to damage or damage for loss of use of the whole or any part destruction of the Premises and/or for or any inconvenience or annoyance occasioned work of repair undertaken as herein provided. Tenant expressly waives the provisions of Section 1932, Section 1933(4), Section 1941 and Section 1942 of the California Civil Code which are superseded by any casualty and any resulting damage, destruction, repair, or restorationthis Section 11.

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

Damage or Destruction. Ifa. Except as otherwise provided in this Paragraph 26, during if all or a portion of the Term Premises necessary for Tenant’s use and occupancy of this Agreementthe Premises (including the roof-top deck of the Building, the entire Parking Facility or such portion thereof as shall render Structure and the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Paseo) shall be damaged or destroyed by fire or other casualtycasualty and this Lease is not terminated as a result thereof, then Landlord shall be entitled to retain all insurance proceeds payable by reason of promptly rebuild and with respect restore the same to the damage condition existing immediately prior to such fire or destruction other casualty (“Landlord’s Restoration Work”). The proceeds of the policies required to be obtained and maintained by Landlord pursuant to Paragraph 15 hereof shall, to the Premises extent made available to Landlord, be used for the performance of such rebuilding and restoration work. b. Within sixty (60) days after Landlord becomes aware of such damage, Landlord shall rebuild deliver to Tenant an estimate prepared by a reputable architect, contractor or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the following terms and conditions: time reasonably required to repair such damage in order to make the Premises (or such portion thereof) tenantable (“Landlord’s Damage Notice”). If (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to Restoration Work cannot, in the extent reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within twelve (12) months after the insurance proceeds received by Landlord, date of such damage or (ii) Landlord’s duty Restoration Work is not fully covered (other than deductible amounts) by the insurance carried (or required to be carried) by Landlord hereunder, and the shortfall is greater than $1,000,000.00 (the “Required Landlord Contribution”), then Landlord at its option exercised by written notice to Tenant within said sixty (60)-day period, may either (a) elect to repair the damage, in which event this Lease shall continue in full force and restore effect (unless terminated by Tenant in accordance with the Premises shall not begin until receipt provisions of the insurance proceedssubparagraph c. below), or (iiib) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused date specified by Landlord during in the Term of this Agreement for a period of more notice, which date shall be not less than thirty (30) consecutive daysdays nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord’s Restoration Work shall not include and Landlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures and other personal property, nor any above Building standard Alterations that were installed in the Premises by or at the request of Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the commencement of the Lease term) and no damage to any of the foregoing shall entitle Tenant to any rent abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. All such repair and replacement of above Building standard Alterations shall be constructed by Tenant in accordance with Paragraph 9 above regarding Alterations. c. If Landlord has not terminated this Lease as provided above and Landlord’s Restoration Work can, in the reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within twelve (12) months after the date of such damage, Tenant shall not have the right to terminate this Lease. If such estimate is more than twelve (12) months from the date of such casualty, or if the damage occurs during the last twelve (12) months of the term of the Lease and Landlord’s Restoration Work cannot, in the reasonable opinion of Landlord as set forth in Landlord’s Damage Notice, be substantially completed within two (2) months after the date of such damage, Tenant by written notice to Landlord delivered within thirty (30) days after Tenant’s receipt of Landlord’s Damage Notice, may elect to terminate this Lease, in which event this Lease shall terminate on the thirtieth (30th) day after Tenant’s termination notice as if such date were the Expiration Date set forth herein. 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -51- d. If, during the course of repair, it becomes reasonably apparent to Landlord that the time required to make the repairs is likely to materially exceed the estimate contained in Landlord’s Damage Notice, or any previously estimated Additional Repair Period, Landlord shall promptly give Tenant written notice specifying Landlord’s estimate of the number of additional days (the “Additional Repair Period”) required to make such repairs beyond the original estimate. If the Additional Repair Period exceeds ninety (90) days (which ninety (90)-day period shall be extended by the length of any delay in the completion of the repairs caused by events not within Landlord’s reasonable control or Tenant Restoration Delay (as defined below, provided that such extension shall not exceed 60 days unless caused by a Tenant Restoration Delay)), then Tenant may give notice to Landlord, within thirty (30) calendar days after Tenant receives notice of Landlord’s revised estimate, terminating this Lease as of the date thirty (30) days after Tenant’s notice. If Tenant does not give notice terminating the Lease within such period, Tenant shall not have any right to terminate this Lease by reason of such delay in completion of the repairs or any further delay in completion of the repairs. As used herein, “Tenant Restoration Delay” means any delay in completion of the repairs caused by Tenant, including, without limitation, any such delay caused by Tenant’s failure to respond to inquiries of Landlord regarding the repairs within a reasonable period during which Landlord is repairing and restoring of time, or caused by Tenant’s failure to grant Tenant’s approval of materials or finishes for the Parking Facilityrepairs within a reasonable period of time, or caused by any interference by Tenant, or Tenant’s agents, employees or contractors with the rental payable by Tenant shall ▇▇▇▇▇. The abatement performance of the rent repairs. After Landlord becomes aware of any occurrence that will, or is likely to, result in Tenant Restoration Delay, Landlord shall be the exclusive remedy use good faith efforts to promptly (and in any case, within ten (10) days thereof) notify Tenant of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use such occurrence together with Landlord’s then good faith estimate of the whole or any part probable duration of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationTenant Restoration Delay.

Damage or Destruction. If, during (a) In the Term of this Agreement, event the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building and/or any insured alterations are damaged or destroyed by fire or other casualtyperils covered by Landlord’s extended coverage insurance to an extent not exceeding twenty-five percent (25%) of the full insurable value thereof and if the damage thereto is such that the Building and/or any insured alterations may be repaired, then reconstructed or restored within a period of ninety (90) days from the date of the initial occurrence of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, Landlord shall be entitled commence and proceed diligently with the work of repair, reconstruction and restoration and the Lease shall continue in full force and effect. If such work or repair, reconstruction and restoration is such as to retain all require a period longer than ninety (90) days or if the cost of the repair exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds payable by reason will not be sufficient to cover the cost of such repairs, Landlord either may elect to so repair, reconstruct or restore the Building and/or any insured alterations and with respect the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore the Building and/or any insured alterations and the Lease shall in such event terminate. Under any of the conditions of this Paragraph 22(a), Landlord shall give written notice to Tenant of its intention within thirty (30) days from the date of such event of damage or destruction. In the event Landlord elects not to restore said Building and/or any insured alterations, this Lease shall be deemed to have terminated as of the date of such partial destruction. (b) Upon any termination of this Lease under any of the provisions of this Paragraph 22, the parties shall be released thereby without further obligation to the damage or destruction to other from the date possession of the Premises is surrendered to Landlord except for items which have theretofore accrued and are then unpaid and any indemnity obligation of Tenant. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rent provided to be paid under this Lease shall rebuild be abated proportionately with the degree to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or reconstruct restoration commencing on the Parking Facility in a commercially reasonable date of initial occurrence and efficient manner subject concluding on the earlier to the following terms and conditionsoccur of: (i) the casualty must be insured under date of substantial completion, as reasonably determined by Landlord, of the repair, reconstruction and restoration or (ii) Tenant's insurance policiesre-use of the previously impaired portion of the Premises, and Landlord’s obligation is limited except to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the any business interruption insurance proceeds to which Tenant may be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period entitled in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving connection with the Premises. Tenant hereby waives all claims against Landlord for shall not be entitled to any compensation or damage damages in excess of the rental abatement herein provided for loss of in the use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting such damage, destruction, repair, reconstruction or restoration. (d) Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Paragraph 22. Notwithstanding anything to the contrary contained in this Paragraph 22, should Landlord be delayed or prevented from repairing or restoring the damaged Premises within six (6) months after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligations under this Lease as of the end of said six (6) month period. (e) In the event that damage is due to any cause not covered under any insurance required to be maintained by Landlord hereunder, Landlord may elect to terminate this Lease. (f) It is hereby understood that if Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repairs or restoration only of those portions of the Building and the Premises which were originally provided at Landlord’s expense or which were insured by either party and the proceeds of such insurance have been received by Landlord. The repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant. (g) Notwithstanding anything to the contrary contained in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall not have any obligations whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Paragraph 22 occurs during the last twelve (12) months of the term of this Lease or any extension hereof. (h) The provisions of California Civil Code Sections 1932 and 1933 are hereby waived by Tenant.

Damage or Destruction. If, during (a) If (x) the Term of this Agreement, Managed Premises or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, Hotel shall be damaged or destroyed "Substantially Damaged" (as defined below) by fire or other casualty, then Landlord casualty (a "Substantial Damage Termination") or (y) the Managed Premises or the Hotel shall be entitled damaged (whether or not substantially damaged) by an Unrestorable Casualty (as hereafter defined) then, in any such case, Owner shall have the right to retain all terminate this Agreement by delivering written notice thereof to Manager and this Agreement shall terminate ninety (90) days following the delivery of such notice. For purposes hereof, an "Unrestorable Casualty" shall mean a fire or other casualty in respect of which (1) the "net insurance proceeds payable proceeds" are not fully sufficient to restore the damaged or destroyed portion of the Hotel (including the Managed Premises) so that the Hotel (including the Managed Premises) shall be either substantially the same as it was prior to such casualty or an otherwise architecturally complete and economically viable restaurant of the same class, character and scope or (2) it is not reasonably practicable to restore the Hotel or Managed Premises by reason of and with respect applicable zoning law or other Laws or for other reasons beyond Owner's reasonable control. Owner shall exercise its right to terminate this Agreement (I) in the damage case of a Substantial Damage Termination, not later than ninety (90) days following adjustment of the claim under the Hotel's casualty policy (i.e., payment of the net insurance proceeds to Owner), or destruction (II) in the case of an Unrestorable Casualty, not later than ninety (90) days following Owner's final determination that such casualty constitutes an Unrestorable Casualty. For the purposes hereof, the Managed Premises shall be deemed to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: have been "Substantially Damaged" if (i) the casualty must be insured under Landlord's insurance policies, estimated length of time required to restore the Managed Premises substantially to its condition and Landlord’s obligation is limited character just prior to the extent occurrence of such casualty shall be in excess of ninety (90) days or, if the casualty occurs in the last two calendar years of the insurance proceeds received by LandlordTerm, in excess of three (3) months, or (ii) Landlord’s duty to repair and restore if the estimated cost of restorations exceeds 10% of the then current replacement cost of the Managed Premises (if the Managed Premises are destroyed) or Hotel (whether or not the Managed Premises are destroyed), or if the casualty occurs in the last two calendar years of the Term, such estimated cost of restoration of the Managed Premises or Hotel exceeds 5% of the then current replacement cost of the Managed Premises or Hotel. If this Agreement shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord terminate in the event of damage to the Hotel or the Managed Premises, either because (i) the damage or casualty shall not give rise to a casualty involving right of Owner to terminate this Agreement or (ii) notwithstanding Owner's right to terminate this Agreement, Owner does not elect to terminate this Agreement within the Premises. Tenant hereby waives applicable time periods, then, provided restoration is permitted under the terms of any Secured Loan or Ground Lease and Owner shall have received "net insurance proceeds" sufficient to complete restoration, Owner shall (unless Manager elects to terminate this Agreement as provided below) proceed with all claims against Landlord for any compensation or damage for loss of use due diligence to commence and complete the restoration of the whole Managed Premises to its condition and character just prior to the occurrence of such casualty or any part otherwise to a standard for a restaurant of similar class, character and scope, and if such restoration is not substantially completed within two (2) years following the occurrence of the Premises and/or casualty, then Manager shall, as its sole remedy, have the right to terminate the Agreement by delivering notice thereof to Owner, in which case this Agreement shall terminate ninety (90) days after the delivery of such notice. If at any time Owner notifies Manager in writing that it will take more than two (2) years to substantially complete such restoration together with a revised estimate of the time for any inconvenience substantial completion, Manager shall, within 30 days after receipt of such notice, either elect to terminate or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationelect to stay (provided Owner completes such restoration within the revised estimated time).

Damage or Destruction. IfBorrower and Operating Lessee hereby irrevocably assign, during the Term transfer and set over to Agent all of this Agreementtheir rights to all business interruption/rent loss, the entire Parking Facility or such portion thereof as shall render property, terrorism and other insurance proceeds, awards and payments payable with respect to the Premises unsuitable for the continued conduct on account of the Tenant’s and its invitees activities thereona Casualty. Subject to Section 5.12(b) hereof, shall be damaged or destroyed by fire or other casualty, then Landlord (i) Agent shall be entitled to retain collect and receive all insurance proceeds payable by reason of and with respect to the damage or destruction to Premises on account of a Casualty and until disbursed such proceeds shall constitute additional security for the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by LandlordObligations, (ii) LandlordBorrower and Operating Lessee hereby irrevocably authorize and empower Agent, in the name of Borrower or Operating Lessee or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s duty or Operating Lessee’s claim for any such insurance proceeds and to repair collect such proceeds and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance Agent may participate in all proceedings and negotiations in connection with such proceeds on behalf of Borrower and Operating Lessee or otherwise and Borrower and Operating Lessee shall deliver or cause to be used for delivered to Agent all instruments requested by Agent to permit such repair and restorationparticipation; provided, (iv) Landlord however, that Agent shall have be under no obligation to repair and restore any personal property on question or maximize the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year amount of the Term proceeds or obtain any particular amount of proceeds. Although it is hereby expressly agreed that the same shall not be necessary, and in any event, 62528184 71 Borrower and Operating Lessee shall, upon demand of Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such proceeds to Agent, free and clear of any Option Period if Tenant has delivered notice that it is not renewing the Term encumbrances of this Agreement pursuant any kind or nature whatsoever. Agent may be represented by counsel satisfactory to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, it. Borrower and Operating Lessee shall pay promptly after demand all reasonable costs and expenses (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing including reasonable attorneys’ fees and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty disbursements and any resulting damage, destruction, repair, appraiser or restorationother consultant) incurred by Agent in connection with any Casualty and seeking and obtaining any insurance proceeds on account thereof.

Damage or Destruction. If, during If the Term of this Agreement, the entire Parking Facility Subleased Premises or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, access thereto shall be damaged or destroyed by fire or other casualtycasualty and Master Landlord or Sublandlord elects to terminate the Master Lease as a result thereof, then Landlord this Sublease shall terminate and the fixed monthly basic rent shall be entitled apportioned as of the termination date. In addition, both parties shall have the right to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsterminate this Sublease: (i) by giving written notice (which notice shall include the casualty must effective date of such termination, which date shall not be insured under Landlord's insurance policies, and earlier than the thirtieth (30th) day after such notice is given) to the other within sixty (60) days after receipt of Master Landlord’s obligation estimate of the restoration period if the period of restoration will exceed, in Master Landlord’s architect’s or contractor’s opinion, two hundred seventy (270) days from the date of the casualty. If this Sublease is limited not terminated pursuant to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty preceding paragraph and Master Landlord is obligated to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation elects to restore the damage or destruction (or from a casualty, then such restoration shall be to complete any restoration) during substantially the last year of condition that existed prior to the Term or of any Option Period if Tenant has delivered notice that it is not renewing casualty except for modifications required by applicable law and/or modifications to the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Common Facilities deemed desirable by Master Landlord. Neither Sublandlord nor Master Landlord shall rebuild be required to repair or reconstruct replace any of Subtenant’s Property or any leasehold improvements not existing in the Parking Facility to a configuration substantially equivalent to that configuration which existed Subleased Premises as of the Commencement Datedate of this Sublease. During Subtenant shall at its expense, promptly restore Subtenant’s Property and any improvements in the period in Subleased Premises which neither Master Landlord nor Sublandlord are obligated to restore, following restoration of the Parking Subleased Premises to the stage that Subtenant is unavailable permitted access to a Tenant the Subleased Premises to commence such restoration. Neither Sublandlord nor Master Landlord shall be liable for any reason caused by Landlord inconvenience or annoyance to Subtenant or its visitors, or injury to Subtenant’s business resulting in any way from such damage or the repair thereof, except that Sublandlord shall allow Subtenant a proportionate abatement of all Rent and other charges during the Term time and to the extent the Subleased Premises are unfit for occupancy by Subtenant as a result such casualty; provide that if such a material portion of this Agreement the Subleased Premises are unfit for a period of more than thirty (30) consecutive daysoccupancy such that Subtenant cannot reasonably operate therefrom, including, without limitation, any such period during which Landlord is repairing all Rent and restoring the Parking Facility, the rental payable by Tenant other charges shall ▇▇▇▇▇▇ in full. The Notwithstanding the forgoing, the amount of abatement of Rent and other charges provided under this Section 17 shall not exceed the rent amount of abatement of Rent (as defined under the Master Lease) Sublandlord shall be have actually received under the exclusive remedy of Tenant against Landlord in Master Lease with respect to the event of a casualty involving the Subleased Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.

Damage or Destruction. If, during Upon the Term occurrence of this Agreementany damage or casualty to the Secured Property or any part thereof, the entire Parking Facility following shall apply: (1) Mortgagor shall give Mortgagee written notice of such damage or casualty as soon as possible, but not later than ten (10) days after the date such portion thereof as damage or casualty occurs. (2) All proceeds of insurance (“Proceeds”) paid or to be paid pursuant to any of the policies maintained pursuant to this Mortgage shall render be payable to Mortgagee. Mortgagor hereby authorizes and directs any affected insurer to make payment of the Premises unsuitable Proceeds directly to Mortgagee. Mortgagee may commingle, with other monies in Mortgagee’s possession, all Proceeds received by Mortgagee. All such Proceeds shall constitute additional security for the continued conduct of the Tenant’s Obligations and its invitees activities thereon, Mortgagor shall be damaged or destroyed by fire or other casualty, then Landlord shall not be entitled to retain the payment of interest thereon. So long as no Event of Default then exists, Mortgagor may settle, adjust or compromise all claims for loss, damage or destruction pursuant to any policy or policies of insurance proceeds payable by reason of provided that such claim does not exceed $1,000,000.00. (3) Mortgagee shall have the option, in its discretion, and with respect without regard to the adequacy of its security hereunder, of applying all or part of the Proceeds to (a) the Obligations, whether or not then due, in such order as Mortgagee shall determine in accordance with applicable law, (b) the repair or restoration of the Secured Property, (c) reimburse Mortgagee for its actual costs and expenses in connection with the recovery of the Proceeds, if any, or (d) any combination of the foregoing. (4) Nothing herein contained shall be deemed to excuse Mortgagor from repairing or maintaining the Secured Property as provided in Section 1.05 or restoring all damage or destruction to the Premises and Landlord shall rebuild Secured Property, regardless of whether there are Proceeds available or reconstruct whether the Parking Facility Proceeds are sufficient in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesamount, and Landlord’s obligation is limited to the extent application or release by Mortgagee of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises any Proceeds shall not begin until receipt cure or waive any Event of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Default or any notice of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options default pursuant to this Agreement, and (vi) Landlord shall rebuild Mortgage or reconstruct the Parking Facility invalidate any act done pursuant to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If, during the Term (a) Provided that there is then no uncured Event of this Agreement, the entire Parking Facility or such portion thereof Default (as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsdefined below) hereunder: (i) Grantor shall have the casualty must be insured under Landlordabsolute right with respect to any damage to the Mortgaged Property resulting in a claim against Grantor's insurance policiesin an amount under Two Hundred Fifty Thousand Dollars ($250,000), and Landlord’s (ii) Grantor and Mortgagee in all other cases shall both have the right, to participate in the settlement, adjustment or compromise of any claims for loss or destruction under any policy or policies of insurance. Subject to the provisions of Subsection 5(c) below, the insurance loss proceeds shall be delivered to Mortgagee and be applied, subject to the terms herein, without penalty or premium, to the outstanding Obligations which are then due and payable under any of the Transaction Documents, unless Mortgagee elects to make such proceeds available for restoration purposes. (b) Any proceeds not required to be used for restoration shall be applied to pay off or reduce the unpaid balance of the Obligations as hereinafter provided. Such proceeds shall, promptly after receipt by Mortgagee, be applied by Mortgagee, first, to pay the actual costs, fees and expenses, if any, incurred in connection with the adjustment of the loss, and, second, to reduction of the Obligations in such order or manner as Mortgagee may, in its discretion, determine, with any excess held by it over the amount of the Obligations to be returned to Grantor or any party entitled thereto without interest. (c) Notwithstanding anything herein to the contrary and provided that there is no uncured Event of Default, Grantor shall have the absolute right to apply the insurance proceeds for any loss valued at under Two Hundred Fifty Thousand Dollars ($250,000) to the restoration or replacement of the Improvements and or any personal property or fixtures located on the Real Property, provided that Grantor gives Mortgagee notice of the destruction and amount of damage thereof. In addition, notwithstanding anything herein to the contrary, in the event of destruction in an amount greater than Two Hundred Fifty Thousand Dollars ($250,000.00), the insurance proceeds shall be applied in payment of the restoration or replacement of any Improvements and personal property or fixtures located on the Real Property without in any way affecting the lien of this Mortgage or the obligation is limited of Grantor or any other person for payment of the Obligations, provided (x) that there shall then be no uncured Event of Default, and (y) that all such damage can, using reasonable diligence, be restored to a condition substantially equivalent to that which existed immediately prior to the occurrence of such casualty within a reasonable time thereafter. (d) Grantor shall, at its sole cost and expense, and without regard to whether the insurance proceeds shall be sufficient for such purpose, restore, repair, replace, and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to such damage or destruction. In such event, all insurance proceeds paid to Grantor on account of such damage or destruction, less the actual costs, fees and expenses, if any, incurred in connection with adjustment of the loss, shall be released by Mortgagee to be applied to payment (to the extent of actual restoration performed) of the cost of such restoration. If the insurance proceeds received are so made available by LandlordMortgagee for restoration, any surplus which may remain out of said proceeds after payment of the cost of restoration shall, at the option of Mortgagee, be applied to the Obligations or be paid to any party entitled thereto and under the conditions that Mortgagee may require. Insurance proceeds shall be applied to the cost of restoration and released to or at the direction of Grantor pursuant to Mortgagee's standard and customary construction disbursement requirements, including without limitation as follows: (i) Grantor shall submit to Mortgagee, promptly after the date of such damage or destruction, complete plans and specifications for the restoration. The plans and specifications shall be subject to the approval of Mortgagee. Mortgagee shall, within thirty (30) days after submission thereof, either approve the plans and specifications or serve written notice upon Grantor of disapproval thereof, setting forth Mortgagee's objections thereto. (ii) Landlord’s duty Grantor shall submit to repair Mortgagee for approval a copy of all material contracts and restore agreements relating to the Premises restoration. (iii) Once a month or at any other time as may be agreed upon during the progress of the restoration, and upon the written request of Grantor, Mortgagee shall, from the insurance proceeds and subject to the conditions described below, pay to Grantor an amount equal to ninety percent (90%) of the payment to be made for all work done, materials supplied and services rendered in respect of such restoration during such month or other period. At the completion of the restoration, the balance of the insurance proceeds to the extent of and as required to complete the payment of the cost of Restoration shall be paid to Grantor. (iv) Grantor shall submit to Mortgagee the following at the time of each request for an advance, which shall be conditions precedent to payment: A. A certificate signed by Grantor and Grantor's architect or engineer (whichever is appropriate) providing that: 1. The sum then requested either has been paid by Grantor or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons who have rendered services or furnished materials for the restoration therein specified; the names and addresses of such persons, a brief description of such services and materials, the amounts so paid or due to each of said persons in respect thereto; that no part of such expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or has been made out of the proceeds of insurance received by Grantor; and that the sum then requested does not begin until receipt exceed the value of the services and materials described in the certificate. 2. Except for the sum requested in such certificate, retention payments and sums reasonably disputed by Grantor in connection with the restoration, there is no outstanding indebtedness known to the person signing such certificate, after due inquiry, for labor, wages, materials, supplies or services in connection with the restoration which, if unpaid, might become the basis of a vendor's, mechanic's, laborer's, or materialmen's statutory or similar lien upon the Mortgaged Property or any part thereof. 3. The cost, as estimated by the persons signing such certificate, to complete the restoration subsequent to the date of such certificate, does not exceed the amount of the insurance proceeds, (iii) Landlord’s lender(s) must permit plus any amount deposited by Grantor with Mortgagee to defray such cost and remaining in the insurance proceeds hands of Mortgagee after payment of the sum requested in such certificate. 4. The restoration so far completed is in substantial accordance with the plans and specifications therefor and any change orders approved, in writing, by Mortgagee. B. A title report or endorsement by a title company acceptable to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Mortgagee or any other evidence reasonably satisfactory to Mortgagee showing that there has not been filed with respect to the Mortgaged Property or the Land any vendor's, mechanic's, laborer's, materialmen's or other similar lien which has not been discharged of Tenant’s employeesrecord, contractors, agents or invitees, except that which will be discharged by payment of the amount then requested. (v) Landlord During the restoration, Mortgagee, and any architect, engineer or other representative whom Mortgagee may select to act on its behalf, may inspect the restoration. Grantor shall keep on the building site copies of all plans, shop drawings and specifications relating to the restoration and permit Mortgagee or its architect, engineer or other representative to examine such plans, drawings and specifications at all reasonable times, or, in the alternative, shall furnish Mortgagee with copies thereof. If during the restoration, Mortgagee or its architect, engineer or other representative, determines that the materials do not substantially conform to the approved specifications or that the Mortgaged Property is not being restored in accordance with the approved plans (including any change orders approved, in writing, by Mortgagee), notice shall be given to Grantor specifying in detail the particular deficiency, omission or other respect in which it is claimed that the restoration does not conform with such plans and specifications as approved. Upon the receipt of any such notice and a copy of any report or inspection upon which such notice is based, Grantor shall take all necessary action to correct any such deficiencies, omissions or otherwise, and if necessary for the purpose of effectuating such corrections, shall immediately remove such materials, replace such construction and furnish materials in accordance with such plans and specifications or with materials of equal quality as those provided for in such plans and specifications. (e) If, while any insurance proceeds are being held by Mortgagee to reimburse Grantor for the cost of rebuilding or restoration of the Mortgaged Property, an event of default shall occur under any Swap Document, Mortgagee shall be entitled to apply all such insurance proceeds then held by it in reduction of the Obligations in such order and manner as Mortgagee may, in its discretion, determine, and any excess held by it over the amount of the Obligations shall be returned to Grantor or any party entitled thereto without interest. (f) If the Mortgaged Property is sold following foreclosure or if Mortgagee acquires title to the Mortgaged Property, Mortgagee shall have no obligation all the right, title and interest of Grantor in and to restore any proceeds resulting from any damage to the damage Mortgaged Property prior to such sale or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationacquisition.

Damage or Destruction. If, during Upon the Term occurrence of this Agreementany damage or casualty to the Secured Property or any part thereof, the entire Parking Facility following shall apply: (1) Borrower shall give Lender written notice of such damage or casualty as soon as possible, but not later than ten (10) days from the date such portion thereof as damage or casualty occurs. (2) All proceeds of insurance ("Proceeds") paid or to be paid pursuant to any of the policies maintained pursuant to this Security Deed (excluding amounts payable with respect to liability coverage for claims affecting the Borrower) shall render be payable to Lender. Borrower hereby authorizes and directs any affected insurer to make payment of the Premises unsuitable Proceeds directly to Lender. Lender may commingle, with other monies in Lender's possession, all Proceeds received by Lender. All such Proceeds shall constitute additional security for the continued conduct of the Tenant’s Obligations and its invitees activities thereon, Borrower shall be damaged or destroyed by fire or other casualty, then Landlord shall not be entitled to retain the payment of interest thereon. Lender may settle, adjust or compromise all insurance proceeds payable by reason claims for loss, damage or destruction pursuant to any policy or policies of insurance. (3) Lender shall have the option, in its discretion, and with respect without regard to the adequacy of its security hereunder, of applying all or part of the Proceeds to (a) the Obligations, whether or not then due, in such order as Lender shall determine, (b) the repair or restoration of the Secured Property, (c) reimburse Lender for its costs and expenses in connection with the recovery of the Proceeds, or (d) any combination of the foregoing. (4) Nothing herein contained shall be deemed to excuse Borrower from repairing or maintaining the Secured Property as provided in Section 1.05 or restoring all damage or destruction to the Premises and Landlord shall rebuild Secured Property, regardless of whether there are Proceeds available or reconstruct whether the Parking Facility Proceeds are sufficient in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policiesamount, and Landlord’s obligation is limited to the extent application or release by Lender of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises any Proceeds shall not begin until receipt cure or waive any Event of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Default or any notice of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options default pursuant to this Agreement, and (vi) Landlord shall rebuild Security Deed or reconstruct the Parking Facility invalidate any act done pursuant to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationnotice.

Damage or Destruction. If(a) If the Initial Building, during or the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct Common Areas of the Property necessary for Tenant’s use and its invitees activities thereonoccupancy of the Initial Building, shall be are damaged or destroyed by fire in whole or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: part under circumstances in which (i) the casualty must be insured repair and restoration is permitted under Landlord's insurance policiesapplicable governmental laws, regulations and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, building codes then in effect and (ii) Landlord’s duty to repair and restore restoration reasonably can be completed within a period of one (1) year following the Premises shall not begin until receipt date of the insurance proceedsoccurrence, (iii) then Landlord’s lender(s) must permit , as to the insurance proceeds Common Areas of the Property and the Building Shell, and Tenant, as to be used for the Interior Improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restorationrestoration as may be required to return the affected portions of the Property to the condition existing immediately prior to the occurrence. In connection with any such reconstruction of the Interior Improvements, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, use its best efforts (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which necessary negotiation or intercession with Landlord’s Lender, if any) to promptly make any proceeds of Landlord’s property insurance with respect to the Interior Improvements (up to a maximum amount equal to the amounts originally contributed by Landlord is repairing and restoring toward the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement construction of the rent shall be Interior Improvements) available to Tenant for such reconstruction, subject only to such payment controls as Landlord and its Lender and insurer, or any of them, may reasonably require in order to ensure the exclusive remedy proper application of Tenant against Landlord in such proceeds toward the reconstruction of the Interior Improvements pursuant to this Section 17.1. In the event of a casualty involving damage or destruction the Premises. Tenant hereby waives all claims against Landlord for any compensation repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or damage for loss of use destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s ability to conduct its business in the Initial Building, then either party may terminate this Lease as of the whole or any part date of the Premises and/or occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant’s ability to conduct its business in the Initial Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the Initial Building is impaired, and Landlord and Tenant respectively shall restore the Building Shell and the Interior Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence, then either Landlord or Tenant, at this election, may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property in accordance with the first sentence of this Section 17.1. (b) The respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, the obligations of either party shall not exceed the amount of insurance proceeds received from insurers by reason of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of Section 14.1(c) or (d), as applicable), and, if such proceeds are insufficient, either party may terminate the Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If the occurrence results from a peril which is not required to be insured pursuant to Section 14.l(c) and (d) above, Landlord shall be required to repair and restore the Building Shell and Common Areas to the extent necessary for any inconvenience Tenant’s continued use and occupancy of the Initial Building, and Tenant shall be required to repair and restore the Interior Improvements to the extent necessary for Tenant’s continued use and occupancy of the Initial Building, provided that each party’s obligation to repair and restore shall not exceed an amount equal to five percent (5%) of the replacement cost of the Building Shell and Common Area improvements, as to Landlord, or annoyance occasioned by any casualty five percent (5%) of the replacement cost of the Interior Improvements, as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the foregoing provisions of this Section 17.1 following an occurrence which is a peril required to be insured against pursuant to Section 14.1(c) and (d), Landlord and Tenant agree (and any Lender shall be asked to agree) that there shall be paid from such insurance proceeds (i) to Landlord, the proceeds of Landlord’s property insurance on the Building Shell, (ii) to Landlord, a portion of the aggregate proceeds of Landlord’s and Tenant’s property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Landlord upon termination of this Lease in accordance with the provisions of Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements, and (iii) to Tenant, a portion of the aggregate proceeds of Landlord’s and Tenant’s property insurance on the Interior Improvements equal to a fraction, the numerator of which is the insurable value, immediately prior to the occurrence, of the Interior Improvements that would have belonged to Tenant upon termination of this Lease in accordance with the provisions of Section 11.2 and the denominator of which is the total insurable value, immediately prior to the occurrence, of all of the Interior Improvements. (d) From and after the date of an occurrence resulting damagein damage to or destruction of the Initial Building or of the Common Areas necessary for Tenant’s use and occupancy of the Initial Building, destructionand continuing until repair and restoration thereof are completed, repair, or restorationthere shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Initial Building is impaired.

Damage or Destruction. If, during at any time after the Term date hereof and on or before the Closing Date, all or any portion of this Agreementthe Property is damaged, destroyed or rendered inoperative (collectively, the entire Parking Facility "Damage"), by fire, flood, natural elements or other causes beyond Seller's control, then the following shall apply: (a) If the Damage is not Material (as hereinafter defined), Purchaser shall proceed to close and purchase the Property as diminished by such portion thereof Damage, subject to a reduction in the Purchase Price equal to the full estimated cost of repairing and/or replacing the Damage, as determined by Purchaser in its reasonable business judgement. (b) If the Damage is Material, then Purchaser, at its sole option, may elect either (a) to terminate this Contract by written notice to Seller given at or prior to the Closing, whereupon the Title Company shall render immediately return the Premises unsuitable for Earn▇▇▇ ▇▇▇ey to Purchaser and, upon Purchaser's receipt thereof, neither party hereto shall have any further rights against or obligations to the continued conduct other under this Contract; or (b) to agree to close and deduct from the Purchase Price the full estimated cost of repairing and/or replacing the Damage, as determined by Purchaser in its reasonable business judgement. (c) If the Damage is covered by insurance, the Purchaser shall have the right to elect to close the purchase of the Tenant’s and Property in its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and condition (with respect to the damage or destruction Damage covered by insurance) on the Closing Date and to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt take an assignment of the insurance proceeds, (iii) Landlord’s lender(s) must permit the in which event Seller shall assign such insurance proceeds to be used for such repair and restorationthe Purchaser, (iv) Landlord shall have no obligation permit Purchaser to repair and restore conduct any personal property remaining settlement or other negotiations with the insurer as to the amount of proceeds payable on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year account of the Term or Damage and shall give Purchaser a credit against the Purchase Price equal to the deductible amount, if any, under Seller's insurance policy, in lieu of any Option Period if Tenant has delivered notice that it is not renewing other deduction for the Term Purchase Price provided in this SECTION 7.1. (d) For the purposes of this Agreement pursuant SECTION 7.1, Damage shall be deemed to Section 2.2 be "Material" if (a) the cost of repairing such Damage equals or if Tenant has no more extension options pursuant to this Agreementexceeds ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00), and or (vib) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as operation of the Commencement Date. During the period in which the Parking Property is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationadversely affected thereby.

Damage or Destruction. If(a) Promptly, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct and in any case within five (5) Business Days after obtaining actual knowledge of the Tenant’s and its invitees activities thereonoccurrence thereof, Borrower shall be damaged or destroyed by notify Administrative Agent of any material fire or other casualtyCasualty with respect to any portion of the Property or the common elements under the Condominium Documents. Such notice also shall generally describe the nature and extent of such Casualty and, then Landlord if feasible, set forth Borrower’s best preliminary estimate of the cost of Restoration. (b) Subject to the Net Lease, Administrative Agent shall be entitled to retain receive all insurance proceeds Insurance Proceeds payable by reason of and with respect to the damage or destruction Property on account of a Casualty. Subject to the Premises Net Lease, Borrower hereby irrevocably assigns, transfers and Landlord shall rebuild sets over to Administrative Agent all rights of Borrower to any such Insurance Proceeds. Subject to the rights of Net Lease Tenant under the Net Lease, Borrower hereby irrevocably authorizes and empowers Administrative Agent, in the name of Borrower or reconstruct otherwise, to file for and prosecute in its own name what would otherwise be ▇▇▇▇▇▇▇▇’s claim for any such Insurance Proceeds. Notwithstanding the Parking Facility in a commercially reasonable foregoing and efficient manner subject to the following terms rights of Net Lease Tenant under the Net Lease, so long as no Event of Default shall have occurred and conditions: (i) shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the casualty must be insured under Landlord's insurance policiesright to file, adjust, settle and Landlord’s obligation is limited prosecute any claim for such Insurance Proceeds and to apply the extent same to reconstruction of the insurance proceeds received portion of the Property damaged by Landlordsuch Casualty; provided, (ii) Landlord’s duty to repair and restore the Premises however, that Borrower shall not begin until receipt agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceedsInsurance Proceeds with respect to which are equal to or greater than $1,000,000 on a per Individual Property basis without Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists. (iiic) Landlord’s lender(s) must permit In the insurance proceeds case of any Casualty with respect to be used for such repair and restorationwhich the Insurance Proceeds payable are equal to or less than $5,000,000 (the “Casualty Proceeds Deposit Threshold”), (iv) Landlord provided no Event of Default shall have no obligation to repair occurred and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facilitybe continuing, the rental payable Net Casualty Proceeds shall be held by Tenant shall ▇▇▇▇▇▇▇▇. The abatement In the case of any Casualty with respect to which the Insurance Proceeds are greater than the Casualty Proceeds Deposit Threshold, then (i) so long as the Net Lease, that requires Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold to be held by Borrower and applied in accordance with the Net Lease, is in full force and effect, the amount of Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold shall be held by Borrower to be applied in accordance with the Net Lease and any amount in excess of such threshold shall, as determined by Administrative Agent, be (x) held by Administrative Agent in an Eligible Account or (y) deposited in to the Borrower’s Casualty Account and otherwise disbursed to Net Lease Tenant in accordance with the terms of the rent shall be the exclusive remedy of Tenant against Landlord Net Lease, and (ii) in the event that any such Net Lease is not in full force and effect, the amount of Net Casualty Proceeds up to and including the Casualty Proceeds Deposit Threshold shall be held by Borrower and any amount in excess of such threshold shall, as determined by Administrative Agent, be (x) held by Administrative Agent in an Eligible Account or (y) deposited in the Borrower’s Casualty Account and disbursed to Borrower upon satisfaction of the Release Conditions. Within seven (7) days after demand by Administrative Agent after a Casualty with respect to which the Insurance Proceeds payable exceed the Casualty Proceeds Deposit Threshold, Borrower shall establish the Borrower’s Casualty Account with Administrative Agent, unless Borrower has already done so, and shall fund such Net Casualty Proceeds into such account. Such account shall be governed by all of the terms and provisions applicable to a Borrower’s Casualty Account under this Agreement. All interest (if any) earned on sums on deposit in the Borrower’s Casualty Account shall be credited to such account. Borrower hereby assigns and pledges to Administrative Agent, for the ratable benefit of Lenders, and grants to Administrative Agent and Lenders, a first-priority security interest in and lien on the Borrower’s Casualty Account and all amounts from time to time held in or credited to the Borrower’s Casualty Account, and any proceeds thereof, as security for Borrower’s Obligations. Subject to the terms and conditions of this Section and the other provisions of the Loan Documents, the Borrower’s Casualty Account shall be subject to the sole dominion, control and discretion of Administrative Agent, but Administrative Agent shall have no fiduciary duty with respect to such account or any funds on deposit therein. Notwithstanding the foregoing, or anything else herein to the contrary (except to the extent required otherwise by the terms of the Net Lease), all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Administrative Agent and applied in accordance with Section 4.8(h). (d) As applicable, (x) Administrative Agent shall disburse Net Casualty Proceeds to Borrower or (y) Borrower shall be permitted to withdraw Net Casualty Proceeds from the Borrower’s Casualty Account, in either case, upon satisfaction of the applicable Release Conditions set forth in Subsection 4.8(e)(i), or otherwise with Administrative Agent’s written consent, which may be by e-mail and be granted in Administrative Agent’s sole and absolute discretion. Under no circumstance may funds be withdrawn from the Borrower’s Casualty Account without the prior written consent of Administrative Agent and if funds are withdrawn from the Borrower’s Casualty Account in a larger amount than is approved by Administrative Agent, Borrower shall promptly return the excess to the Borrower’s Casualty Account upon request by Administrative Agent. Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner and in compliance with all applicable Laws and Requirements, whether or not Borrower shall have satisfied the applicable Release Conditions in order to cause the Net Casualty Proceeds to be made available for such Restoration and whether or not such Insurance Proceeds on account of the Casualty shall be sufficient for such purpose. (i) As applicable (x) Administrative Agent shall disburse Net Casualty Proceeds to Borrower or (y) Administrative Agent shall grant consent to Borrower, which may be by e-mail, to withdraw Net Casualty Proceeds from the Borrower’s Casualty Account, in either case, to pay costs of the Restoration if the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (A) no monetary Default or any Event of Default shall have occurred and be continuing; (B) Borrower shall have delivered to Administrative Agent within sixty (60) days after the occurrence of the Casualty, a notice of ▇▇▇▇▇▇▇▇’s desire to undertake the Restoration; (C) Borrower shall have demonstrated to the reasonable satisfaction of Administrative Agent that the Restoration can be completed prior to the earlier of (1) the date that is six (6) months prior to the extended Maturity Date; provided, it is reasonably expected Borrower will be able to extend, or else, six (6) months prior to the then-current Maturity Date or (2) the date of repair or restoration as may be required by applicable Law and Requirements; (D) Borrower shall have demonstrated to the reasonable satisfaction of Administrative Agent that sufficient funds are available to Borrower through rent and/or business interruption insurance maintained pursuant to Section 4.7, cash, and/or a letter of credit or other similar cash-equivalent security reasonably satisfactory to Administrative Agent as to form, content and issuer, and which shall be for the benefit of Administrative Agent, to pay all Obligations and all operating expenses (other than those payable by tenants under Leases that are not in default) with respect to the Property during the period reasonably estimated by Borrower as necessary for the completion of the Restoration; (E) [intentionally omitted]; (F) To the extent, in Administrative Agent’s reasonable judgment, the Net Casualty Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have provided Administrative Agent with a letter of credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and issuer satisfactory to Administrative Agent; (G) [intentionally omitted]; (H) Administrative Agent shall have received certificates of insurance, copies of insurance policies or other evidence reasonably satisfactory to Administrative Agent that the insurance coverage required hereunder, including insurance with respect to such Casualty, is in full force and effect in accordance with the terms hereof and shall remain in effect during the course of the Restoration (subject to normal annual renewals); (I) Administrative Agent shall have received a budget and Plans and Specifications for the Restoration approved by Administrative Agent in its reasonable discretion; and (J) Prior to Administrative Agent’s release of any Net Casualty Proceeds to Borrower, the following information and documentation shall have been obtained by Borrower, at Borrower’s expense, and submitted to Administrative Agent, which information and documentation shall be in form and substance reasonably satisfactory to Administrative Agent: (I) A Draw Request, accompanied by billing statements, vouchers or invoices, which Draw Request shall be deemed to ratify and confirm and expressly warrant, that the work with respect to which the Net Casualty Proceeds are requested has been substantially performed in accordance with the approved Plans and Specifications for the Restoration; (II) Evidence that all invoices for labor and materials previously submitted by Borrower and approved by Administrative Agent and reimbursed from Net Casualty Proceeds have been paid, except for those that are the subject of the current Draw Request; (III) Lien waivers for all payees under previous Draw Requests; (IV) A report from ▇▇▇▇▇▇▇▇’s architect or, if Administrative Agent shall elect, Administrative Agent’s consultant, which shall specify the percentage of completion of the Restoration, shall provide detailed comments on specific work performed since the date of the last such report, and, if required by Administrative Agent, an estimate of the cost to complete the Restoration after taking into account the work then completed; (V) At the request of Administrative Agent, a Title Insurance Report; (VI) Copies of the agreements pursuant to which the Restoration shall be done, all of which shall be in form and substance reasonably satisfactory to Administrative Agent, and which also shall be reasonably satisfactory to Administrative Agent as to the party performing the construction obligations thereunder; (VII) Written consents by parties to any general construction contracts, architect/design contracts and other material contracts consenting to the assignment of such contracts pursuant to the Mortgage (which may be included in any such contract) and/or will-serve agreements in favor of Administrative Agent in form reasonably satisfactory to it from such contractors, architects or designers; and (VIII) Such other information and documentation as Administrative Agent may reasonably request regarding the Improvements and the Restoration and the cost thereof. (ii) Any Net Casualty Proceeds which Borrower is permitted to hold shall be used and applied in accordance with the conditions of this Section 4.8 except to the extent the terms of a casualty involving Net Lease require otherwise. (f) If a Net Lease, that requires Net Casualty Proceeds up to and including the Premises. Tenant hereby waives all claims against Landlord for any compensation Casualty Proceeds Deposit Threshold to be held by Borrower and applied in accordance with such Net Lease is in default or damage for loss is not in full force and effect and if an Event of use Default shall have occurred and be continuing, the Release Condition set forth in Section 4.8(e)(i)(B) hereof is not satisfied within the period set forth therein, or one or more of the whole other Release Conditions set forth in Section 4.8(e)(i)(C) through (I) above are not satisfied within one hundred and eighty (180) days of the occurrence of any Casualty, then all Net Casualty Proceeds shall be applied in accordance with Section 4.10. If an Event of Default shall have occurred and be continuing, Borrower shall not be permitted (without the consent of Administrative Agent) to withdraw the requested Net Casualty Proceeds until such time, if any, as such Event of Default does not exist (and the other Release Conditions are satisfied). (g) All expenses reasonably incurred by Administrative Agent in connection with a Casualty in seeking, adjusting or collecting any Insurance Proceeds, and in making any Net Casualty Proceeds available for the Restoration (including the fees of any insurance consultant or adjuster, the fees of Administrative Agent’s construction consultants and inspectors, and reasonable attorneys’ fees) shall be a part of the Premises and/or for Indebtedness and shall be due and payable to Administrative Agent within thirty (30) days after demand. Any Net Casualty Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, in Administrative Agent’s sole discretion, either will be released by Administrative Agent to Borrower or applied as a mandatory prepayment of the Loan. (h) Business interruption/rent loss insurance proceeds of Borrower shall be deposited into the Borrower’s Casualty Account and then into the Cash Management Account (to the extent previously opened or promptly after such account is opened pursuant to the notice period set forth in Section 1.10.1(a)) to be used as provided in Section 1.10.2(c), until such time as (a) the Restoration shall have been fully completed in accordance with this Agreement, (b) no monetary Default or any inconvenience Event of Default shall exist, and (c) no Cash Sweep Period shall exist. (i) So long as a Net Lease is in full force and effect, to the extent there is an inconsistency between the terms and conditions contained in the applicable Net Lease and the terms and conditions of this Agreement or annoyance occasioned the other Loan Documents as to the matters covered by any casualty this Section 4.8, the terms and any resulting damage, destruction, repair, or restorationconditions of the applicable Net Lease shall control.

Damage or Destruction. IfIn the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. The following provisions shall then apply: (a) If the damage is limited solely to the Leased Premises and the Leased Premises can, in Landlord’s reasonable opinion, be made tenantable with all damage repaired (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect. (b) If portions of the Project outside the boundaries of the Leased Premises are damaged or destroyed (whether or not the Leased Premises are also damaged or destroyed) and the Leased Premises and the Project can, in Landlord’s opinion, both be made tenantable with all damage repaired (excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant) within six (6) months from the date of damage or destruction, and provided that Landlord determines that it is economically feasible, then Landlord shall be obligated to rebuild the same to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) and shall proceed with reasonable diligence to do so and this Lease shall remain in full force and effect. (c) Notwithstanding anything to the contrary contained in Sections 7.7(a) or 7.7(b) above, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises if (i) the cost to repair and restore the Building is twenty-five percent (25%) or more of the replacement cost of the entire Building prior to such damage or destruction, (ii) the holder of any mortgage or beneficiary of any deed of trust requires that Landlord’s insurance proceeds be paid to it, or (iii) when any damage thereto or to the Building occurs during the last eighteen (18) months of the Term. Under such circumstances, Landlord shall notify Tenant of its decision not to rebuild within ninety (90) days of such damage, whereupon the Lease shall terminate as of the date of such notice. (d) If neither Section 7.7(a) nor 7.7(b) above applies, Landlord shall so notify Tenant within ninety (90) days after the date of the damage or destruction and Landlord may terminate this Lease within thirty (30) days after the date of such notice, such termination notice to be immediately effective; provided, however, that if Landlord elects to reconstruct the Project and the Leased Premises, such election to be made at Landlord’s sole option, in which event (i) Landlord shall notify Tenant of such election within said ninety (90) day period, and (ii) Landlord shall proceed with reasonable diligence to rebuild the Project and the Leased Premises to substantially their former condition to the extent that the same is feasible (subject to reasonable changes which Landlord shall deem desirable and such changes as may be required by applicable law) but excluding Tenant’s personal property, trade fixtures, equipment and any Tenant Improvements or alterations installed by or on behalf of Tenant. (e) During any period when ▇▇▇▇▇▇’s use of the Leased Premises is significantly impaired by damage or destruction, Base Rent shall ▇▇▇▇▇ in proportion to the degree to which ▇▇▇▇▇▇’s use of the Leased Premises is impaired and Tenant does not actually use the Leased Premises until such time as the Leased Premises are made tenantable as reasonably determined by ▇▇▇▇▇▇▇▇; provided that no such rental abatement shall be permitted if the casualty is the result of the negligence or willful misconduct of Tenant or Tenant’s Representatives. (f) The proceeds from any insurance paid by reason of damage to or destruction of the Project or any part thereof insured by Landlord shall belong to and be paid to Landlord, subject to the rights of any mortgagee of Landlord’s interest in the Project or the beneficiary of any deed of trust which constitutes an encumbrance thereon. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of (i) its fixtures, furnishings, equipment, machinery, merchandise and personal property in the Leased Premises, and (ii) its alteration, additions and improvements. (g) Landlord’s repair and restoration obligations under this Section 7.7 shall not impair or otherwise affect the rights and obligations of the parties set forth elsewhere in this Lease. Subject to Section 7.7(e), Landlord shall not be liable for any inconvenience or annoyance to Tenant, its employees, agents, contractors or invitees, or injury to Tenant’s business resulting in any way from such damage or the repair thereof. Landlord and ▇▇▇▇▇▇ agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises or the Project with respect to the termination of this Lease and hereby waive the provisions of any present or future statute or law to the extent inconsistent therewith. (h) Tenant shall promptly replace or repair, at Tenant’s cost and expense. Tenant’s movable furniture, equipment, trade fixtures and other personal property in the Leased Premises which Tenant shall be responsible for insuring during the Term of this AgreementLease. (i) Tenant shall pay to Landlord, as Additional Rent, the entire Parking Facility or such portion thereof as shall render deductible amounts under the Premises unsuitable for insurance policies obtained by Landlord and Tenant under this Lease if the continued conduct proceeds are used to repair the Leased Premises. However, if other portions of the Tenant’s Building arc also damaged by said casualty and insurance proceeds are payable therefor, then Tenant shall only pay its invitees activities thereonProportionate Share of the deductible as reasonably determined by Landlord. If any portion of the Leased Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible, shall be damaged or destroyed by fire or other casualtyand Tenant does not voluntarily contribute any shortfall thereof, then Landlord shall be entitled have the right to retain all insurance proceeds payable terminate this Lease by reason delivering written notice of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging termination to Tenant or any within sixty (60) days after the date of Tenant’s employeesnotice to Tenant of such event, contractors, agents or invitees, (v) Landlord whereupon this Lease shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than terminate thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall days after ▇▇▇▇▇. ▇’s receipt of such notice, and Tenant shall immediately vacate the Leased Premises and surrender possession thereof to Landlord in the condition required under this Lease. (j) The abatement respective rights and obligations of the rent shall be the exclusive remedy of Landlord and Tenant against Landlord in the event of a casualty involving any damage to or destruction of the Leased Premises, or any other portion of the Building or the Project, are governed exclusively by this Lease. Accordingly, Tenant hereby waives all claims against Landlord the provisions of any law to the contrary, including California Civil Code Sections 1932(2), 1933(4), 1941 and 1942 and any similar or successor laws and any other laws providing for any compensation or damage for loss the termination of use a lease upon destruction of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationleased property.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility Premises or such any portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other by another casualty, then Landlord rent shall be entitled to retain all insurance proceeds payable by reason abate fro▇ ▇▇▇ date of and with respect such destruction in proportion to the damage or destruction to area of that portion of the Premises which, in the reasonable opinion of the Landlord, is thereby rendered unfit for the purposes of the Tenant until the Premises are repaired and rebuilt and the Landlord shall agrees that it will with reasonable diligence repair and rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Premises. The Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair rebuild and restore the Premises shall not begin until receipt include the obligation to rebuild, restore, replace or repair any chattel, fixture, leasehold improvement, installation, addition or partition in respect of which the Tenant is to maintain insurance under Article 8(u), or any other thing that is the property of the insurance proceedsTenant (in this clause collectively called "Tenant's Improvements"); the Premises shall be deemed restored and rebuilt and fit for the Tenant's purposes when the Landlord's Architect certifies that they have been substantially restored and rebuilt to the point where the Tenant could occupy them for the purpose of rebuilding, (iii) Landlord’s lender(s) must permit restoring, replacing or repairing the insurance proceeds to be used for such repair and restoration, (iv) Tenant's Improvements; the issuance of the certificate shall not relieve the Landlord shall have no of its obligation to complete the rebuilding and restoration as aforesaid, but the Tenant shall forthwith after issuance of the certificate proceed to rebuild, restore, replace and repair the Tenant's Improvements, and restore any personal property on the provisions of Article 8(m) shall apply to such work, mutatis mutandis. (b) Notwithstanding Article 12 (a) if the Premises belonging to Tenant or any portion thereof are damaged or destroyed by any cause whatsoever and cannot in the reasonable opinion of Tenant’s employees, contractors, agents the Landlord be rebuilt or invitees, made fit for the purposes of the Tenant as aforesaid within ninety (v90) Landlord shall have no obligation to restore days of the damage or destruction (or to complete any restoration) during the last year destruction, instead of the Term Landlord rebuilding or of any Option Period if making the Premises fit for the Tenant, the Landlord and the Tenant has delivered notice that it is not renewing shall each have the Term of option to terminate this Agreement pursuant Lease by giving to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than other within thirty (30) consecutive days, including, without limitation, days after such damage or destruction notice of termination and thereupon rent and any other payments for which the Tenant is liable under this Lease shall be apportioned and paid to the date of such period during which Landlord is repairing damage and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement immediately deliver up possession of the rent shall be Premises to the exclusive remedy Landlord. (c) Irrespective of Tenant against Landlord whether the Premises or any portion thereof are damaged or destroyed as aforesaid, in the event of a casualty involving that twenty-five percent (25%) or more, as determined by the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use Landlord, of the whole Building is damaged or destroyed by any part cause whatsoever, and if, in the reasonable opinion of the Landlord, such area cannot be rebuilt or made fit for the purposes of the tenants thereof within ninety (90) days of such damage or destruction, the Landlord and the Tenant shall each have the option to terminate this Lease by giving to the other within thirty (30) days after such damage notice of termination requiring vacant possession of the Premises and/or for sixty (60) days after delivery of the notice of termination and thereupon, subject to any inconvenience or annoyance occasioned by any casualty abatement to which the Tenant may have been entitled under Article 12(a), rent and any resulting damage, destruction, repair, or restorationother payments for which the Tenant is liable under this Lease shall be apportioned and paid liable under this Lease shall be apportioned and paid to the date on which vacant possession is given and the Tenant shall deliver up possession of the Premises to the Landlord in accordance with such notice of termination.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility (a) If all or such portion thereof as shall render the Premises unsuitable for the continued conduct any part of the Tenant’s and its invitees activities thereon, Leased Premises shall be damaged or destroyed by fire or other casualtycasualty insured under the standard fire insurance policy with approved standard extended coverage endorsement applicable to the Leased Premises, then Landlord shall, except as otherwise provided herein, repair and/or rebuild the same with reasonable diligence, but Landlord's obligation hereunder shall be entitled limited to retain all insurance proceeds payable by reason rebuilding the shell of and with respect the Leased Premises. Nothing herein above contained shall impose upon Landlord any liability or responsibility to the damage or destruction to the Premises and Landlord shall repair, rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject replace any property belonging to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation Tenant. Unless this lease is limited to the extent of the insurance proceeds received terminated by Landlord, (ii) Landlord’s duty as hereinafter provided, Tenant shall repair the Leased Premises and shall redecorate and refixture the Leased Premises and restock the contents thereof in a manner and to repair at least a condition equal to that existing prior to its destruction or casualty, and restore the proceeds of all insurance carried by Tenant on its personal property, decorations, trade fixtures, furnishings, equipment and contents in the Leased Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used held in trust by Tenant for such repair and restorationpurposes. Tenant agrees to exercise reasonable diligence to reopen for business in the Leased Premises as soon as practicable unless this lease is terminated by Landlord, as hereinafter provided. (ivb) Landlord shall have no obligation Notwithstanding anything else to repair and restore any personal property the contrary contained in this Section or elsewhere in this lease, Landlord, at its option, may terminate this lease on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays notice to Tenant given within ninety (90) days after the occurrence of any of the following: (i) The Leased Premises and/or Building shall be damaged or destroyed as a result of an occurrence which is not covered by Landlord's all-risk insurance; or (ii) The Leased Premises and/or Building shall be damaged or destroyed and the cost to repair the same shall amount to more than forty (40%) percent of the cost of replacement thereof. (c) Except to the extent specifically provided for in this lease, including, without limitation, any such period during which Landlord is repairing none of the Minimum Rent and restoring the Parking Facility, the rental other sums payable by Tenant Tenant, nor any of Tenant's other obligations under any provisions of this lease, shall ▇▇▇▇▇. The abatement be affected by any damage to or destruction of the rent shall be the exclusive remedy of Leased Premises by any cause whatsoever, and Tenant against Landlord in hereby specifically waives all other rights it might otherwise have under any law or statute. (d) In the event of a casualty involving any damage or destruction as described in subparagraph (b) above, which occurs during the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use last two (2) years of the whole Term, Tenant shall have the right to terminate this lease upon thirty (30) days' written notice to Landlord given within ninety (90) days of such damage or any part destruction. (e) The term "cost of replacement" as used in subparagraph (b) (ii) above shall be determined by the company or companies selected by Landlord insuring Landlord against the casualty in question, or if there shall be no insurance, then as the parties hereto shall agree, or in absence of an insurance company determination or an agreement, as shall be determined by arbitration in New York according to the rules and practices of the American Arbitration Association then in effect. (f) Tenant shall give to Landlord and to all mortgagees of record prompt written notice of any damage to or destruction of any portion of the Leased Premises and/or for any inconvenience resulting from fire or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationother casualty.

Damage or Destruction. If(a) If the Building or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), (a) Landlord shall repair the damage to and restore and rebuild the Building and the core and shell of the Premises (excluding Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with reasonable dispatch after notice to it of such damage or destruction and the collection of the insurance proceeds attributable to such damage (“Landlord’s Restoration Work”), and (b) Tenant shall repair the damage to and restore and repair Tenant’s improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof with reasonable dispatch after the substantial completion of Landlord’s repairs and restoration of the core and shell of the Premises provided for in clause (a) above (“Tenant’s Restoration Work”). Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. Provided that this Lease shall not be terminated by Landlord or Tenant, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall, subject to the rights of any Superior Lessor or Superior Mortgagee, be paid to Landlord and segregated by Landlord for the purpose of the casualty in question and shall be disbursed therefrom in payment of the cost of Tenant’s Restoration Work as the performance of such work progresses, against certificates, in form and substance and certified by a person satisfactory to Landlord, showing that the disbursement to be made represents not more than ninety percent (90%) of the cost of the work and materials described in the certificate and that the estimated cost of completion of Tenant’s Restoration Work does not exceed the undisguised balance of such proceeds (exclusive of the ten percent (10%) retention). The balance of such proceeds shall be paid to Tenant upon the presentation of a like certificate, evidencing that Tenant’s Restoration Work has been completed and that there are no mechanics’ or other liens outstanding relating thereto. If Tenant shall fail to proceed with Tenant’s Restoration Work, Tenant shall have no right or claim to said insurance proceeds which shall then be disposed of as Landlord, in its sole discretion, shall determine. Notwithstanding anything to the contrary contained herein, if this Lease shall be terminated by Landlord or Tenant pursuant to this Article 19, the proceeds of policies providing coverage for Tenant’s improvements and betterments shall be paid to Landlord. Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring Tenant’s improvements and betterments and (ii) the amount, if any, by which the cost of repairing and restoring Tenant’s improvements and betterments exceeds the available insurance proceeds therefor. The amount due in accordance with subparagraph (i) above shall be Additional Charges under this Lease and payable by Tenant to Landlord upon demand. The proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Notwithstanding anything to the contrary contained in this Article, if in Landlord’s reasonable discretion, it would be appropriate for safety reasons, health reasons or the efficient operation or restoration of the Building for Landlord to perform all or a portion of Tenant’s Restoration Work on behalf of Tenant, then (i) Landlord shall give Tenant a notice specifying the portion of Tenant’s Restoration Work to be performed by Landlord (“Specified Restoration Work”), (ii) Landlord shall perform such Specified Restoration Work and (iii) Tenant shall pay to Landlord (or Landlord shall retain from the insurance proceeds paid to Landlord in accordance with Section 19.01(a) hereof) the commercially reasonable cost of such Specified Restoration Work within fifteen (15) days following the giving of Landlord’s written demand therefor. Tenant shall promptly permit Landlord access to the Premises for the purpose of performing the Specified Restoration Work and any restoration work to the Building which is not the responsibility of Tenant hereunder. If required by Landlord in connection with the performance of the Specified Restoration Work or Landlord’s Restoration Work, Tenant shall promptly remove from the Premises all or such items of Tenant’s Property as Landlord may require by written notice (“Tenant’s Property Removal Obligation”). In the event that Tenant fails to comply with Tenant’s Property Removal Obligation within ten (10) Business Days after the giving of such written notice by Landlord, Landlord shall have the right to remove and store such Tenant’s Property at Tenant’s sole cost and expense and with no liability to Landlord. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the performance by Landlord or Tenant of Tenant’s Property Removal Obligation or the performance by Landlord of Landlord’s Restoration Work or the Specified Restoration Work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant, in the event that Tenant fails to do so. 19.02 Subject to the provisions of Section 19.05 hereof, if all or part of the Premises shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, the Fixed Rent and the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises, for the period from the date of the damage or destruction to the earliest to occur of (i) ninety (90) days after the date the damage to the core and shell of the Premises (exclusive of Tenant’s improvements and betterments and Tenant’s Property) shall be substantially repaired by Landlord (provided, however, that if in Landlord’s reasonable judgment based upon the estimate of Landlord’s independent contractors such repairs would have been substantially completed at an earlier date but for Tenant’s having failed to reasonably cooperate with Landlord in effecting such repair, then the core and shell of the Premises shall be deemed to have been repaired substantially on such earlier date and any reduction or abatement shall cease), (ii) the date Tenant substantially completes Tenant’s Restoration Work or (iii) if the Building and not the Premises is so damaged or destroyed, the date on which the Premises shall be made tenantable; provided, however, should Tenant or any of its subtenants reoccupy a portion of the Premises during the Term period the repair work is taking place and prior to the date that the Premises are substantially repaired or made tenantable for the conduct of this Agreementits or their business (which shall not include entry upon and occupancy of the Premises with the prior written consent of Landlord for the purpose of performing restoration and/or repair to Tenant’s Property, improvements and finish work), the entire Parking Facility or Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion thereof as shall render of the Premises unsuitable for bears to the continued conduct total area of the Tenant’s and its invitees activities thereonPremises, shall be payable by Tenant from the date of such occupancy. (a) If the Building shall be totally damaged or destroyed by fire or other casualty, then Landlord or if the Building shall be entitled to retain all insurance proceeds payable so damaged or destroyed by reason of and with respect to the damage fire or destruction to other casualty (whether or not the Premises and Landlord shall rebuild are damaged or reconstruct destroyed) that its repair or restoration requires more than two hundred seventy (270) days or the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period expenditure of more than thirty (30%) consecutive percent of the full insurable value of the Building immediately prior to the casualty (as estimated in any such case by a reputable contractor, registered architect or licensed professional engineer designated by Landlord), and provided Landlord shall terminate Leases covering no less than fifty (50%) percent of the office space in the Building then leased to tenants (including Tenant) in the Building, then in such case Landlord may terminate this Lease by giving Tenant notice to such effect within one hundred fifty (150) days after the date of the casualty. For the purpose of this Section only, “full insurable value” shall mean replacement cost less the cost of footings, foundations and other structures below the street and first floors of the Building. If Landlord terminates this Lease as provided above in this Section, Landlord shall promptly refund to Tenant any prepayments of Rent made under this Lease applicable to the period after the date of such casualty. (b) If the Premises or any part thereof or the means of access thereto or Building systems servicing same shall be damaged by fire or other casualty, and Landlord is required to or elects to repair and restore the Premises, Landlord shall, within one-hundred fifty (150) days after such damage or destruction, provide Tenant with a written notice of the estimated date on which the restoration of the Premises shall be substantially completed. If such estimated date is more than eighteen (18) months after the date of such damage or destruction, Tenant may terminate this Lease by notice to Landlord, which notice shall be given within thirty (30) days after the date Landlord provides the notice required by the preceding sentence, and such termination shall be effective upon the giving of Tenant’s notice. Failure by Tenant to provide such notice within such thirty (30) day period shall be deemed an election by Tenant not to terminate this Lease. If Tenant elects not to terminate this Lease or is deemed to have so elected, and if Landlord has not substantially completed the required repairs and restored the Premises within the period originally estimated by Landlord or within such period thereafter (not to exceed three (3) months) as shall equal the aggregate period Landlord may have been delayed in commencing or completing such repairs by Force Majeure Causes (as defined in Section 35.04(a) hereof), then Tenant shall have the further right to elect to terminate this Lease upon written notice to Landlord and such election shall be effective upon the expiration of thirty (30) days after the date of such notice, unless Landlord substantially completes such restoration within such thirty (30) day period. (c) Notwithstanding the foregoing, if more than thirty-five (35%) percent of the Premises shall be damaged by fire or other casualty during the last twenty-four (24) months of the term of this Lease (as the same may be extended pursuant to Article 36 hereof) such that the repair and restoration of the Premises would take longer than one hundred twenty (120) days, then in such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the date of the casualty, or Tenant may terminate this Lease by giving Landlord notice to such effect within thirty (30) days after the date of the casualty, and such election shall be effective upon the expiration of fifteen (15) Business Days after the date of such notice. Failure by either party to provide such notice within the aforementioned period shall be deemed an election by such party not to terminate this Lease pursuant to this Section 19.03(c). 19.04 Except as expressly provided in Section 19.03(b) hereof, Tenant shall not be entitled to terminate this Lease and Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building pursuant to this Article 19. Landlord shall use reasonable efforts to make such repair or restoration promptly and in such manner as not unreasonably to interfere with Tenant’s use and occupancy of the Premises, but Landlord shall not be required to do such repair or restoration work except during Business Hours of Business Days, 19.05 Notwithstanding any of the foregoing provisions of this Article 19, if by reason of some act or omission on the part of Tenant or any of its subtenants or its or their partners, directors, officers, servants, employees, agents or contractors of which Landlord shall have given Tenant notice and a reasonable opportunity to cure either, Landlord or any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to damage or destruction of the Premises or the Building by fire or other casualty, then, without prejudice to any other remedies which may be available against Tenant, there shall be no abatement or reduction of the Fixed Rent or Additional Charges. 19.06 Landlord will not carry insurance of any kind on Tenant’s Property and improvements and betterments, and shall not be obligated to repair any damage to or replace Tenant’s Property, improvements or betterments. Tenant agrees to look to its own insurance for recovery of any damage to or loss of Tenant’s Property, improvements or betterments. If Tenant shall fail to maintain such period during which insurance, Landlord is repairing shall have the right to obtain insurance on Tenant’s Property, improvements or betterments and restoring the Parking Facility, the rental cost thereof shall be Additional Charges under this Lease and payable by Tenant shall ▇▇▇▇▇. to Landlord on demand. 19.07 The abatement provisions of the rent this Article 19 shall be the exclusive remedy deemed an express agreement governing any case of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage or damage for loss of use of the whole or any part destruction of the Premises and/or by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for any inconvenience or annoyance occasioned by any casualty such a contingency in the absence of an express agreement, and any resulting damageother law of like import, destructionnow or hereafter in force, repair, or restorationshall have no application in such case.

Damage or Destruction. (a) In the event of damage to or destruction of any portion of the TDD Project resulting from fire or other casualty during the Term, the net proceeds of any insurance relating to such damage or destruction shall be paid into an account controlled by Developer’s lender, if any, that has a security interest in the portion of the TDD Project that was damaged (or in the event such portion of the District is not mortgaged for the benefit of Developer’s lender, then such account shall be controlled by Developer), and used in accordance with this Section of the Agreement ("Casualty Escrow"). (b) If, at any time during the Term of this AgreementTerm, the entire Parking Facility Project or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtya casualty (the "Damaged Facilities"), then Landlord Developer, at its sole cost and expense, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the Damaged Facilities as nearly as possible to their condition immediately prior to the casualty and shall be entitled to retain all insurance proceeds payable draw upon the Casualty Escrow for payment of said costs. Funds in the Casualty Escrow shall not be used for any purpose other than repair, restoration, and/or replacement of the Damaged Facilities until such repair, restoration, and/or replacement required by reason this Section is complete. (c) Nothing in this section will require the Developer to expend funds in excess of and with respect the Casualty Escrow for the repair, restoration and/or replacement of the Damaged Facilities. (d) Notwithstanding anything in this Section to the damage or destruction to contrary, the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: parties hereby agree that: (i) the The requirement in this Section that net casualty must insurance proceeds be insured under Landlord's insurance policiesdeposited into a Casualty Escrow, and LandlordDeveloper’s obligation is limited to repair, restore, and replace the extent Damaged Facilities, shall not apply where the Damaged Facilities consisted of the insurance proceeds received by Landlord, non-retail operations that do not generate TDD Sales Tax; and (ii) Landlord’s duty to repair and restore Upon the Premises shall not begin until earlier of (x) receipt by KDOT of TDD Sales Tax proceeds in the amount of the insurance proceedsKDOT Payment, or (iiiy) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant termination or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year expiration of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this KDOT Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as this Section of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation no further force or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationeffect.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Leased Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then but no portion thereof is thereby rendered untenantable for the purpose or use for which Tenant has leased the Leased Premises in Landlord's reasonable opinion, upon being so notified by Tenant by certified or registered mail, return receipt requested, the Landlord shall [except as provided in paragraph (ii) of Section 10(a)], at its expense, cause such damage to be entitled to retain all insurance proceeds payable repaired and the rent shall not be abated. If by reason of and with respect to fire or other casualty, the damage Leased Premises are rendered untenantable in part for the purpose or destruction to use for which Tenant has leased the Leased Premises and in Landlord's reasonable opinion, the Landlord shall rebuild or reconstruct the Parking Facility [except as provided in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, paragraph (ii) Landlord’s duty of Section 10(a)], at its expense, subject to repair and restore the Premises shall not begin until receipt availability of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds cause such damage to be used repaired, and the Monthly Rent shall be adjusted on a pro-rata basis for the period of such repair and restoration for that portion of the Leased Premises rendered untenantable. If the Leased Premises are damaged by fire or other casualty so as to render same untenantable for the purpose or use for which Tenant has leased same in Landlord's reasonable opinion, the Landlord shall [except as provided in paragraph (ii) of Section 10(a)]; at its expense, subject to availability of insurance proceeds, cause such damage to be repaired, and the Monthly Rent shall be abated in full for the period of such repair and restoration, provided, however, that if, within 60 days after the fire or other casualty, the Landlord gives the Tenant written notice that it has elected not to cause the Leased Premises to be repaired and restored, then this Lease shall terminate as of the date of the fire or other casualty. (ivb) If the Project is damaged by fire or other casualty with the result that its general use is impaired, then, notwithstanding that the Leased Premises may be undamaged, the Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, right for ninety (v90) Landlord shall have no obligation to restore days following the damage or destruction (or to complete any restoration) during the last year date of the Term fire or other casualty, to terminate this Lease by giving the Tenant 30 days' prior written notice of any Option Period if Tenant has delivered notice that it is not renewing the Term termination. (c) Notwithstanding anything to the contrary in Paragraph 20(b) of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving there is an interruption in electrical, heating and cooling, telephone services and water ("Essential Building Services") which is not due in part to the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use negligence of the whole or any part Tenant and as a direct result of such interruption Tenant is unable to occupy the Leased Premises and/or for any inconvenience or annoyance occasioned by any casualty the purposes set forth in Paragraph 4 of this Lease then, the Base Rent and any resulting damage, destruction, repair, Additional Rent payable to Landlord shall be abated from the third day after such interruption until such time as such services are reinstated or restoration.Tenant again occupies the

Damage or Destruction. (a) Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to keep all insurance policies currently maintained with respect to the Terminal Operations, or suitable replacements or renewals, in full force and effect through the close of business on the Closing Date. In the event of any material damage to or destruction of any Purchased Asset (other than normal wear and tear) after the date hereof and prior to the Closing (in any such case, a “Casualty Loss”), Seller shall give notice thereof to Purchaser. If any portion of such Casualty Loss is covered by insurance policies, all right and claim of Seller and its Subsidiaries to any proceeds of insurance for such Casualty Loss shall be assigned to Purchaser at Closing (or if previously received by Seller or any of its Subsidiaries and not used prior to the Closing Date to repair any damage or destruction, paid to Purchaser), and Purchaser shall complete the Purchase as provided in this Agreement without any reduction in the Initial Purchase Price with respect to the portion of such Casualty Loss that is covered by insurance. If any portion of such Casualty Loss is not covered by insurance policies, at Seller’s election, (i) Purchaser shall complete the Purchase as provided in this Agreement and the Initial Purchase Price shall be reduced by an amount equal to Seller’s good faith estimate of the cost to repair or restore the Purchased Assets affected by such uninsured Casualty Loss (the “Affected Assets”) to their condition immediately prior to the occurrence of such uninsured Casualty Loss (to the extent not so repaired or restored by Seller or any of its Subsidiaries) or (ii) the Affected Assets shall be excluded from the Purchased Assets and the Initial Purchase Price shall be reduced by an amount equal to Purchaser’s good-faith estimate of the fair market value of the Affected Assets immediately prior to the Casualty Loss (the “Reduction Amount”). (b) (i) If, during within thirty (30) days following Seller’s exclusion of Affected Assets at the Term Closing pursuant to clause (ii) of this AgreementSection 6.12(a), Seller delivers to Purchaser a notice objecting to the Reduction Amount, Seller and Purchaser shall together select an appraiser within fifteen (15) days after the expiration of said thirty (30) day period to determine the fair market value of the Affected Assets immediately prior to the Casualty Loss. If the parties are unable to agree upon an appraiser by the expiration of such fifteen (15) day period, each of Seller, on the one hand, and Purchaser, on the other hand, shall select its own appraiser within seven (7) days after such fifteen (15) day period and, if either Seller or Purchaser shall fail to appoint its appraiser within such period, the entire Parking Facility appraiser selected by the other party shall alone serve as appraiser. Any appraiser acting as such hereunder shall be a nationally recognized U.S. investment bank, firm of valuation consultants or such portion thereof as other reputable and experienced appraisers, in each case with expertise in the appraisal of terminals and associated assets. The appraisers shall render determine in writing the Premises unsuitable for the continued conduct fair market value of the Tenant’s Affected Assets immediately prior to the Casualty Loss using standard valuation techniques as such appraisers deem appropriate, but assuming that the Affected Assets were used in connection with third-party, commercial terminal operations. Each of Seller and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord Purchaser shall be entitled to retain all insurance proceeds payable by reason of and with respect provide written materials to the damage or destruction appraisers in connection with such appraisal, and each of Seller and Purchaser shall provide all materials reasonably requested by the other party in connection therewith. Each of Seller and Purchaser shall provide each appraiser with the same written materials, if any, it provides the other appraiser in assisting in the determination of the fair market value of the Affected Assets immediately prior to the Premises and Landlord Casualty Loss. Each party shall rebuild or reconstruct the Parking Facility in a use its commercially reasonable and efficient manner subject efforts to cause any appraiser engaged by such party in accordance with this Section 6.12 to return its appraisal of the fair market value of the Affected Assets immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than Casualty Loss within thirty (30) consecutive daysdays after the date of such appraiser’s engagement by such party. (ii) If the higher of the appraisals exceeds the lower of the appraisals by ten percent (10%) or less, includingthen the fair market value of the Affected Assets immediately prior to the Casualty Loss shall be equal to the average of the two appraisals. If the higher of the appraisals exceeds the lower of the appraisals by more than ten percent (10%), without limitation, any such period during which Landlord is repairing and restoring then the Parking Facility, two appraisers shall select a third appraiser who shall meet the rental payable by Tenant shall ▇▇▇▇▇aforementioned criteria for appraisers. The abatement third appraiser shall appraise the fair market value of the rent Affected Assets immediately prior to the Casualty Loss within thirty (30) days after the date of its engagement. If the amount of the third appraisal is between the other two appraisals or is equal to either of the other two appraisals, then the fair market value shall be deemed equal to the exclusive remedy of Tenant against Landlord in third appraisal. If the event of a casualty involving third appraisal is higher than the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use other two appraisals, then the fair market value shall be deemed equal to the higher of the whole or any part other two appraisals. If the third appraisal is lower than the other two appraisals, then the fair arket value shall be deemed equal to the lower of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.other two appraisals. The fair market value of the Affected Assets as determined pursuant to the appraisal process set forth in this Section 6.12

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

Damage or Destruction. If, during (a) If the Term of this Agreement, Building or the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, demised premises shall be partially or totally damaged or destroyed by fire or other casualtycasualty (and if this Lease shall not be terminated as in this Article 13 hereinafter provided), then (i) Landlord shall be entitled repair the damage to retain all insurance proceeds payable by reason and restore and rebuild the Building and the demised premises (including Tenant’s improvements and betterments which are the property of and Landlord pursuant to the provisions of Section 8.10 hereof, but excluding the property which is deemed Tenant’s Property pursuant to Section 8.11 hereof) (herein called “Landlord’s Restoration Work“) with respect to reasonable dispatch after learning of the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent receiving notice of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction and (or ii) Tenant shall repair the damage to complete any restoration) during and restore and repair the last year of the Term or of any Option Period if Tenant has delivered notice that it property which is not renewing the Term of this Agreement deemed Tenant’s Property pursuant to Section 2.2 8.11 hereof with reasonable dispatch after such damage or if Tenant has no more extension options pursuant to this Agreement, and destruction (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Dateherein called “Tenant’s Restoration Work“). During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable Such work by Tenant shall ▇▇▇▇▇be deemed Alterations for the purposes of Article 8 hereof. The abatement proceeds of Tenant’s insurance policies with respect to Tenant’s Property shall be payable to Tenant. (b) Tenant shall permit Landlord access to the demised premises for the purpose of performing the Landlord’s Restoration Work and any restoration work to the Building which is not the responsibility of Tenant hereunder. If required by Landlord in connection with the performance of the rent Landlord’s Restoration Work, Tenant shall be promptly remove from the exclusive remedy demised premises all or such items of Tenant against Tenant’s Property as Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned may require by any casualty and any resulting damage, destruction, repair, or restoration.written notice (herein called “

Damage or Destruction. If7.3.1 In the event any of the Improvements are damaged by an insured casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall apply insurance proceeds to the repair or restoration of the Improvements so damaged to their condition immediately prior to such casualty, such repair or restoration to be performed in accordance with all provisions of this Lease. 7.3.2 In the event any of the Improvements are damagedby an uninsured casualty, or the insurance proceeds are insufficient to repair or restore the Improvements to their condition prior to the casualty, Tenant promptly shall remove the debris resulting from such event, and within a reasonable time thereafter shall either (i) repair or restore the Improvements so damaged to the extent economically feasible, such repair or restoration to be performed in accordance with all provisions of this Lease, or (ii) erect other Improvements in such location, provided all provisions of this Lease are complied with to theextent economically feasible, or (iii) if the damage occurs after the end of the Covenant Period, demolish the damaged portion of such Improvements, restore any remaining Improvements to an architectural whole, remove all rubbish, and pave or plant grass and otherwise restore the area to a neat, orderly, sanitary and attractive condition.Landlord shall have the option to choose among the aforesaidalternatives,subject to rights of permitted Lenders secured by the Lease and the Tax Credit Investor, but Tenant shall be obligated to perform one of such alternatives, provided that nothing herein obligates Tenant to obtain financing exceeding the insurance proceeds, if any. Tenant shall give notice to Landlord within a reasonable time of which alternative it elects. Nothing contained in subsections 7.3.1 or 7.3.2 shall be construed as permitting the abatement or reduction of Rent, or the termination of this Lease. 7.3.3 Notwithstanding anything to the contrary contained in this Lease, if (i) there is damage to or destruction of the Improvements on the Leased Premises during the last five (5) years of the Term and the cost of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, or (ii) there is damage to or destruction of the Improvements on the Leased Premises which (1) arises from a cause which is not required to be insured against under any provision of this AgreementLease, or (2) arises from a cause which is in fact insured against in compliance with the entire Parking Facility or terms of this Lease, but for which the recoverable proceeds of such portion thereof as shall render the Premises unsuitable for the continued conduct insurance are less than 90% of the Tenant’s cost to repair said damage or destruction, and its invitees activities thereon(3) the cost to Tenant (which is not covered by insurance proceeds) of repairing said damage or destruction exceeds the cost of demolishing and removing the remaining Improvements on the Leased Premises, shall be damaged or destroyed by fire (iii) there is damage to or other casualty, destruction of the Improvements on the Leased Premises and the Governmental Restrictions then Landlord shall be entitled to retain all insurance proceeds payable by reason of and in effect with respect to the damage Leased Premises prohibit the construction of economically viable replacement Improvements with respect to a use which Tenant either has the right to engage in under this Lease or destruction which Tenant desires to the Premises engage in and Landlord will permit to be engaged in, then Tenant shall rebuild or reconstruct have the Parking Facility in a commercially reasonable and efficient manner option to terminate this Lease, subject to Tenant’s satisfaction of all of the following terms and conditionsrequirements: (iA) the casualty must be insured under Landlord's insurance policiesTenant shall, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restoration.within ninety

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

Damage or Destruction. (a) If, during the Term of this AgreementLease term, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be are damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited but not to the extent that Tenant is prevented from carrying on business in the Premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the insurance proceeds received Premises untenantable, the rent reserved hereunder shall be reduced during the period of its untenantability proportionately to the amount by Landlordwhich the area so rendered untenantable bears to the entire gross rentable area of the Premises, (ii) Landlord’s duty and such reduction shall be apportioned from the date of the casualty to repair and restore the date when the Premises are rendered fully tenantable. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Tenant’s leasehold improvements, alterations, betterments, fixtures or equipment, Tenant shall not begin until receipt of cause the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds same to be used for such repair repaired or restored at Tenant’s sole cost and restoration, (iv) expense and Landlord shall have no obligation to liability for the restoration or repair and restore any personal property on thereof. (b) If, during the Lease term, the Premises belonging to Tenant or any a substantial portion of Tenant’s employeesthe Building are rendered wholly untenantable as the result of fire, contractorsthe elements, agents unavoidable accident or inviteesother casualty, (v) Landlord shall have no obligation the option either to restore the damage or destruction (Premises to their condition immediately prior to the casualty or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementLease, and (vi) Landlord such option shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused be exercised by Landlord during the Term of this Agreement for a period of more than by written notice to Tenant within thirty (30) consecutive daysdays after the fire, includingaccident or casualty. If Landlord elects to restore the Premises, without limitation, any such period during which Landlord is repairing restoration shall be completed as promptly as reasonably possible and restoring the Parking Facility, the rental payable by Tenant rent reserved hereunder shall ▇▇▇▇▇. The abatement ▇ until the Premises are again rendered tenantable. (c) In the event Landlord elects to restore or repair the Building and Premises in accordance with subsection (b) above, and in the further event that Landlord does not substantially complete such restoration or repair within two hundred seventy (270) days from the date of the rent fire or other casualty, Tenant shall be have the exclusive remedy right and option to terminate this Lease by written notice thereof to Landlord given after the expiration of Tenant against Landlord in the event such two hundred seventy (270) day period, provided such notice is given before substantial completion of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, such repair or restoration.

Damage or Destruction. If, during the Term (a) Tenant shall promptly notify Landlord of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord shall be entitled to retain all insurance proceeds payable by reason of and with respect to the any damage or destruction to the Premises and or the Building of which Tenant has actual knowledge occasioned by storm, earthquake, fire, the elements, casualty or any other cause (a “Casualty”). If the Premises are totally destroyed (or so substantially damaged as to be untenantable in the reasonable determination of an architect selected by Landlord shall rebuild or reconstruct (“Architect”) by a Casualty, then within sixty (60) days from the Parking Facility in a commercially reasonable and efficient manner subject to date of such Casualty (the following terms and conditions: “Evaluation Period”): (i) the casualty must be insured under Landlord's insurance policiesLandlord shall determine, and based upon information from Landlord’s obligation is limited insurance company, whether Landlord will receive (in a timely manner) adequate insurance proceeds to complete the extent required repairs to or restoration of the insurance proceeds received by Landlord, Premises; (ii) Landlord’s duty Landlord shall determine from the holder of any mortgage, deed of trust, indenture, deed to secure debt or other similar instrument encumbering the Property whether Landlord will be allowed to apply such insurance proceeds to the required repair and restore or restoration instead of applying such proceeds toward the Premises shall not begin until receipt reduction of any indebtedness secured by the insurance proceeds, Property; (iii) Landlord’s lender(s) must Landlord shall determine if the zoning laws or building codes then in existence will permit the insurance proceeds to be used for such repair and restoration, reconstruction of the Building as of right (without variance); and (iv) Landlord shall have no obligation engage a reputable contractor to determine the length of time expected to repair and or restore the Premises. If during the Evaluation Period (A) Landlord determines either that it will not receive sufficient insurance proceeds to complete the required repair or restoration or will not be allowed by the holder of any personal property on mortgage or deed to secure debt encumbering any portion of the Property to apply such proceeds to the required repair or restoration, (B) Landlord determines that the zoning laws or building codes then in existence will not permit the reconstruction of the Building as of right (without variance), (C) in the determination of Landlord’s contractor, the Premises belonging to Tenant cannot reasonably be repaired, replaced or any restored within one hundred eighty (180) days after commencement of Tenant’s employeesrepairs or restoration, contractorsor (D) this Lease is in the last eighteen (18) months of its Term, agents or invitees, (v) Landlord shall have no obligation the option to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of terminate this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed Lease as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement date of the rent occurrence of the Casualty by giving written notice to Tenant within fifteen (15) days after the end of the Evaluation Period. If (X) in the determination of Landlord’s contractor the Premises cannot reasonably be repaired, replaced or restored within one hundred eighty (180) days after commencement of repairs or restoration, or (Y) this Lease is in the last eighteen (18) months of its Term, and in either case the Casualty was not the result of any willful misconduct of Tenant, its agents, servants, employees or subtenants, Tenant also shall be have the exclusive remedy option to terminate this Lease as of the date of the occurrence of the Casualty by giving written notice to Landlord within fifteen (15) days after the later of (i) the end of the Evaluation Period and (ii) the date Tenant against Landlord receives the determination of Landlord’s contractor regarding how long it will take to repair, replace or restore the Premises. (b) Unless this Lease is terminated pursuant to Paragraph 11(a) above, in the event of damage to the Premises or the Building occasioned by a casualty involving Casualty, Landlord shall, subject to the provisions of Paragraph 11(d) below, promptly commence and thereafter pursue diligently and as expeditiously as practicable, the repair and restoration of damage to the Premises. Tenant hereby waives all claims against Landlord for any compensation , using standard working methods and procedures: (c) Unless the damage to the Premises, the Building or damage for loss services to the Premises is caused by the intentional acts of use of Tenant, its permitted assignees or subtenants, employees or agents, the whole or any Rent shall a▇▇▇▇ in proportion to that part of the Premises and/or rendered unfit for any inconvenience use by Tenant for Tenant’s permitted use described in Paragraph 6(a) above as a result of such damage (which for such purposes shall include damage to the Building or annoyance occasioned to services to the Premises if the Premises are thereby rendered unfit for Tenant’s permitted use). The nature and extent of interference to Tenant’s ability to use the Premises for Tenant’s permitted use shall be considered in determining the amount of said abatement, and the abatement shall commence and continue from the date the Casualty occurred until ten (10) days after the date Landlord substantially completes the repair and restoration of the Premises and gives notice to Tenant that said repairs and restoration are substantially completed, or until Tenant again uses the Premises or the portions thereof rendered unusable, whichever occurs first. Anything in the foregoing to the contrary notwithstanding, if twenty-five percent (25%) or more of the Premises has been so damaged or destroyed as to render such damaged or destroyed portion unfit for Tenant’s permitted use, such damage or destruction was not caused by any casualty the intentional acts of Tenant, its permitted assignees or subtenants, employees or agents, and any resulting damageif Tenant vacates the entire Premises during the period of repair or restoration, destruction, repair, then Rent shall a▇▇▇▇ in its entirety during the period of repair or restoration. (d) Notwithstanding anything to the contrary contained or implied elsewhere in this Lease, Landlord is not and shall not be obligated to repair or restore damage to Tenant’s trade fixtures, furniture, furnishings, equipment or other personal property, or any Tenant Improvements or other improvements made to the Premises by Tenant. (e) If either party terminates this Lease consistent with the provisions of Paragraph 11 (a) above, the Rent (including any Additional Rent, and other charges due hereunder) shall be payable up to the termination date, after taking into account any applicable abatement. Landlord shall promptly refund to Tenant any prepaid, unaccrued Rent and Additional Rent (after taking into account any applicable abatement), less any sums then owing by Tenant to Landlord.

Damage or Destruction. If12.1 Except as otherwise provided for herein, if at any time during the Lease Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for or the continued conduct of the Tenant’s and its invitees activities thereon, shall be Building is damaged or destroyed destroyed, and this Lease is not terminated by fire Landlord pursuant to Section 12.2 or other casualty12.3, then Landlord this Lease shall be entitled to retain all insurance proceeds payable by reason of remain in full force and with respect to the damage or destruction to the Premises effect, and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner with due diligence, subject to the following terms and conditions: any delaying cause, reconstruct (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of available net insurance proceeds) Landlord’s Work as described in Exhibit C, if any, and the insurance proceeds received Building shell to approximately the same condition as same existed on the Commencement Date, with such modifications thereto as may be reasonably required in connection with the reconstruction of the balance of the Shopping Center; promptly upon completion of such work by Landlord, (ii) LandlordTenant, at Tenant’s duty sole cost and expense, shall reconstruct Tenant’s Work and shall replace Tenant’s Tenant’s Work and Tenant’s merchandise, Improvements, trade fixtures, furnishings, signs and other personal property to repair a condition at least equal to that prior to the occurrence of the casualty. Reconstruction by Tenant shall conform to the provisions of Exhibit C and restore Articles 2 and 9. Tenant shall continue to occupy the Premises shall not begin until receipt of to the insurance proceedsextent, (iii) Landlord’s lender(s) must permit if any, that such occupancy is reasonably practicable to the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any conduct of Tenant’s employeesbusiness during reconstruction, contractors, agents or invitees, (v) Landlord shall have no obligation such determination to restore be made in the damage or destruction (or to complete any restoration) during the last year reasonable business judgment of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this AgreementTenant, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental Minimum Rent payable by Tenant shall ▇▇▇▇▇. The abatement be abated by Landlord proportionately with the degree to which Tenant’s use of the rent shall be Premises is impaired, commencing from the exclusive remedy date of Tenant against the casualty and continuing until Landlord in the event of a casualty involving the Premiseshas substantially completed its reconstruction obligations under this Section 12.1. Tenant hereby waives all claims against Landlord for shall not be entitled to any compensation or damage damages from Landlord for loss of use of the whole or any part of the Premises and/or for Premises, the Building, or Tenant’s personal property, or any inconvenience or annoyance occasioned by such damage, reconstruction or replacement of the Premises or any other part of the Shopping Center. In the event the insurance proceeds available to Tenant are insufficient to restore the Premises or Tenant’s current prototype restaurant design has changed, Landlord shall not unreasonably withhold its consent to changes to the appearance of the Premises to permit restoration of the Premises. 12.2 Notwithstanding any of the foregoing provisions of this Article 12, should there be a Major Destruction or Uninsured Casualty at any time during the Term, Landlord shall have the right, in its sole discretion, to terminate this Lease on written notice to Tenant within ninety (90) days after such casualty, with no further obligations thereafter accruing from Landlord to Tenant. “Major Destruction” means any casualty and any resulting damageor destruction (whether or not an Uninsured Casualty) or Hazardous Materials condition, destruction, repairto an extent of more than one-third (33-1/3%) of the full replacement cost of the Premises as of the date immediately prior to the casualty, or restorationthat results in the termination of the leases of tenants representing more than one-third (33-1/3%) of the leasable area of the Building. “Uninsured Casualty” means damage or destruction to any portion of the Shopping Center resulting from any flood, earthquake, act of war, nuclear reaction, nuclear radiation or radioactive contamination, the existence or migration of Hazardous Materials, or any or any other casualty of any kind or nature whatsoever not covered by the insurance Landlord is required to maintain under this Lease. In the event Landlord fails to so terminate this Lease, this Lease shall not terminate, Landlord shall proceed with the reconstruction of the Premises and shall be responsible for the costs of same to the extent insurance proceeds are unavailable.

Damage or Destruction. If, during the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render Section 7.1 If the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, or any Building or any part thereof shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, then ordinary or extraordinary, foreseen or unforeseen during the Term, (a) Landlord shall pay over to Tenant, upon the terms set forth in Section 7.2 and Section 7.3, any moneys which may be entitled to retain all recovered by Landlord from property insurance proceeds payable procured by reason of Tenant as required by this Lease (or by an Operating Subtenant as permitted by this Lease), (b) this Lease shall be unaffected thereby and with respect to the shall continue in full force and effect, and (c) Tenant shall, at Tenant’s sole cost and expense, expeditiously and in a good and workmanlike manner, cause such damage or destruction to be remedied or repaired (the “Restoration”) by restoring the Premises to substantially the same condition and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject configuration as immediately prior to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises shall not begin until receipt of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during destruction. All Restoration work shall be performed in accordance with the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term provisions of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysLease, including, without limitation, any such period during which Landlord is repairing the provisions of Section 5.4 and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises5.5 hereof. Tenant hereby waives all claims against the provisions of any Applicable Law to the contrary and agrees that the provisions of this Article 7 shall govern and control in lieu thereof. If Tenant shall fail or neglect to restore the Premises with reasonable diligence, or having so commenced such Restoration, shall fail to complete the same with reasonable diligence, or if prior to the completion of any such Restoration by Tenant, this Lease shall expire or be terminated for any reason, Landlord shall have the right, but not the obligation, to complete such Restoration at Tenant’s cost and expense and the cost thereof shall be payable within five (5) days after written demand as Supplementary Rent, together with interest thereon from the date of demand until paid at the Default Rate. The obligations of Tenant under this Section 7.1 shall survive the expiration or earlier termination of this Lease. Section 7.2 Subject to the provisions of this Article 7, Landlord, the insurance carrier, or any Mortgagee may elect in their discretion to perform the Restoration (being under no obligation to do so), subject to commercially reasonable measures that will enable Tenant to control the cost of performing the Restoration, which measures the parties shall agree upon prior to commencing the Restoration. Landlord shall pay over to Tenant from time to time, upon the following terms, any moneys which may be received by Landlord from property insurance provided by Tenant but, in no event, to any extent or in any sum exceeding the amount actually collected by Landlord upon the loss; provided, however, that Landlord, before paying such moneys over to Tenant, shall be entitled to reimburse or pay itself therefrom to the extent, if any, of (i) the reasonable expenses paid or incurred by Landlord in the collection of such moneys, and (ii) any other amounts then overdue and owing to Landlord under this Lease. Landlord shall pay to Tenant, as herein provided, the aforesaid insurance proceeds which may be received by Landlord for any compensation or damage for loss the purpose of use Restoration to be made by Tenant to restore the Premises to a value which shall not be less than the value of the whole Premises prior to such fire or other casualty. Prior to making any Restoration, Tenant shall furnish Landlord with an estimate of the cost of such Restoration, prepared by a licensed third party architect or contractor selected by Tenant and reasonably approved by Landlord. Such insurance moneys shall be paid to Tenant (or, at Landlord’s option, directly to the party to whom such payment is due) from time to time thereafter in installments as the Restoration progresses, within thirty (30) days after application to be submitted by Tenant to Landlord showing the cost of labor and material incorporated in the Restoration, or incorporated therein since the last previous application (assuming such proceeds are available from the insurer). If any vendor’s, mechanic’s, laborer’s, or materialman’s lien is filed against the Premises or any part thereof, or if any public improvement lien is created or permitted to be created by Tenant and is filed against Landlord, or any assets of, or funds appropriated to, Landlord, Tenant shall not be entitled to receive any further installment until such lien is satisfied or otherwise discharged, unless such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise satisfactory to Landlord in its reasonable discretion. The amount of any installment to be paid to Tenant shall be such proportion of the total insurance moneys received by Landlord as the cost of labor and materials theretofore incorporated by Tenant in the Restoration bears to the total estimated cost of the Restoration by Tenant, less (a) all payments theretofore made to Tenant out of said insurance proceeds, and (b) ten percent (10%) of the amount so determined (the “Retainage”). Notwithstanding the foregoing, Landlord shall not withhold the Retainage from any installment, provided (i) such installment constitutes the final payment due a contractor or materialman, or (ii) the contractor is bonded and Tenant furnishes to Landlord payment and performance bonds and labor and material bonds of Tenant’s contractor complying with the Requirements, Applicable Laws and otherwise satisfactory to Landlord in its reasonable discretion, naming Landlord as co-obligee, in which event Landlord shall withhold from such installment the same percentage withheld by Tenant pursuant to the construction contract. Upon completion of and payment for the Restoration by Tenant, including reimbursement to Tenant of the Retainage or other amount, as applicable, the balance of any and all insurance proceeds held by Landlord shall be paid to Tenant so long as no Default (notice of which has been sent by Landlord to Tenant) or Event of Default is continuing hereunder (other than a Default under Section 12.1(m) hereof or otherwise resulting from the casualty or condemnation which is the subject of the Restoration). In the event that the insurance proceeds are insufficient for the purpose of paying for the Restoration, Tenant shall nevertheless be required to make the Restoration and pay any additional sums required for the Restoration in accordance with the provisions of Section 7.4 hereof. If the proceeds of insurance or other funding applicable to the Restoration are in excess of those required to complete the Restoration, the full balance of such funds shall be delivered, and belong exclusively, to Tenant. Notwithstanding the foregoing, if Landlord or Mortgagee makes the Restoration at Tenant’s expense, as provided in Section 7.1 hereof, then Landlord or Mortgagee shall use any amounts held by Landlord to pay for the cost of such Restoration. Section 7.3 The following shall be conditions precedent to each payment made to Tenant (or to any other party) as provided in Section 7.2 above: (a) there shall be submitted to Landlord the certificate of the aforesaid architect or contractor stating (i) that the sum then requested to be withdrawn either has been paid by Tenant and/or is justly due to contractors, subcontractors, materialmen, engineers, architects or other persons (whose names and addresses shall be stated) who have rendered or furnished certain services or materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of such persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate, (ii) that no part of such expenditures (A) has been or is being made the basis, in any previous or then pending request, for the withdrawal of insurance money or (B) has been made out of the proceeds of insurance received by Tenant, (iii) that the sum then requested does not exceed the value of the services and materials described in the certificate, and (iv) that the balance of any insurance proceeds held by Landlord, together with such other sums, if any, which Tenant has made or will (for which evidence of Tenant’s intention and ability shall be to Landlord’s reasonable satisfaction) make available for the Restoration in accordance with Section 7.4 hereof and to reasonable Landlord’s satisfaction will be sufficient upon completion of the Restoration to pay for the same in full, and stating in reasonable detail an estimate of the cost of such completion; (b) there shall be furnished to Landlord an official search, or a certificate of a title insurance company satisfactory to Landlord in its reasonable discretion, or other evidence reasonably satisfactory to Landlord, showing that there has not been filed any vendor’s, mechanic’s, laborer’s or materialman’s statutory or other similar lien affecting the Premises or any part thereof, or any public improvement lien created or permitted to be created by Tenant affecting Landlord, or the assets of, or funds appropriated to, Landlord, which has not been discharged of record, except such as will be discharged upon payment of the amount then requested to be withdrawn, or unless any such lien is contested by Tenant in good faith and Tenant has obtained and delivered a bond issued by a surety, in an amount and in form otherwise reasonably satisfactory to Landlord; (c) at the time of making such payment, no Default or Event of Default shall have occurred and be continuing (excluding a Default under Section 12.1(m) hereof or any other Default resulting from the casualty or condemnation which is the subject of the Restoration); (d) Tenant shall have deposited the items required to be deposited under Section 7.4; and (e) if the amount due to any such Person to be paid from such payment exceeds $50,000 and the failure to pay for the applicable underlying work or material could reasonably be expected to result in a Lien, such payment request shall be accompanied by conditional lien waivers or other evidence of payment from such Person reasonably satisfactory to Landlord. Section 7.4 If the estimated cost of any Restoration determined as provided in Section 7.2 hereof exceeds the net insurance proceeds, then, prior to the commencement of any Restoration, Tenant hereby covenants to deposit with Landlord or, if directed by Landlord, its Mortgagee, a bond, cash or other security satisfactory to Landlord (in its reasonable discretion) in the amount of such excess, to be held and applied by Landlord (or its Mortgagee) in accordance with the provisions of Section 7.2 hereof, as security for the completion of the work, free of public improvement, vendors’, mechanics’, laborers’ or materialmen’s statutory or other similar liens. If Landlord carries property insurance in addition to the insurance required to be carried by Tenant hereunder, or if Landlord is entitled to any governmental grant, loan, tax abatement or similar government funding which may be applied to the Restoration, such funds shall be added to and applied on account of the restoration in accordance with Section 7.2 hereof. Section 7.5 Subject to the first sentence of Section 7.1 hereof and the payment over to Tenant by Mortgagee (or by Landlord on behalf of Mortgagee) of any moneys which may be recovered by Mortgagee from property insurance procured by Tenant as required by this Lease (to the extent any funds provided by Landlord under Section 7.1 are insufficient to cover the cost of completion of such Restoration work), as material consideration to Landlord for its agreement to enter into this Lease, (i) the parties agree that this Lease shall not terminate or be forfeited or be affected in any manner, and there shall be no reduction or abatement of the Rent payable hereunder, by reason of damage to or total, substantial or partial destruction of the Premises and/or or any part thereof or by reason of the untenantability of the same or any part thereof, for or due to any inconvenience damage or annoyance occasioned destruction of the Premises from any cause whatsoever, and, notwithstanding any Applicable Law, present or future, Tenant waives any and all rights to quit or surrender the Premises or any part thereof on account of any damage or destruction of the Premises, and (ii) Tenant expressly agrees that its obligations hereunder, including the payment of Rent payable by Tenant hereunder, shall continue as though the Premises had not been damaged or destroyed and without abatement, suspension, diminution or reduction of any casualty and any resulting damage, destruction, repair, or restorationkind.

Damage or Destruction. Section 8.01. If, at any time during the Term term of this AgreementLease, the entire Parking Facility Demised Premises or such portion any part thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualtycasualty (including any casualty for which insurance coverage was not obtained or obtainable) of any kind or nature, then Landlord ordinary or extraordinary, foreseen or unforeseen, Tenant, at its sole cost and expense, and whether or not the insurance proceeds, if any, shall be entitled sufficient for the purpose, shall commence and thereafter proceed with reasonable diligence (subject to retain a reasonable time allowance for the purpose of adjusting the insurance loss and for unavoidable delay) to repair, alter, restore, replace or rebuild the same as nearly as possible to its value immediately prior to such damage or destruction, subject to such changes or alterations as Tenant may elect to make in conformity with the provisions of Section 5.01 hereof. Such repair, alteration, restoration, replacement or rebuilding, including such changes and alterations as aforementioned and including temporary repairs for the protection of other property pending the completion of any thereof, are sometimes referred to in this Article 8 as the "Work". Section 8.02. Except as otherwise provided in this Article 8, the conditions under which any Work is to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Section 5.01 hereof. Section 8.03. Subject to the terms of Landlord's Mortgage, all insurance proceeds payable by reason paid to Landlord's Mortgagee (referred to in this Article 8 as the "Insurance Trustee") on account of and with respect to the such damage or destruction under the policies of insurance provided for in Article 7 hereof, (sometimes referred to in this Article 8 as the Insurance Proceeds), shall be applied by the Insurance Trustee to the Premises and Landlord shall rebuild or reconstruct payment of the Parking Facility in a commercially reasonable and efficient manner subject cost of the Work to the following terms extent such Insurance Proceeds shall be sufficient for that purpose, and conditions: shall be paid out to or for the account of Tenant from time to time as such Work progresses. The Insurance Trustee shall make such payments or disbursement upon the written request by Tenant when accompanied by the following: (a) a certificate, dated not more than fifteen (15) days prior to such request, signed by Tenant or its duly authorized representative and by a qualified architect of recognized standing in charge of the Work who shall be selected by Tenant setting forth that -- (i) the casualty must sum then requested either has been paid by Tenant or is justly due to contractors, subcontractors, materialmen, architects or other persons who have rendered services or furnished materials in connection with the Work, giving a brief description of the services and materials and the several amounts so paid or due and stating that no part thereof has been made the basis of any previous or then pending request or has been paid out of any proceeds of insurance received by Tenant, and that the sum requested does not exceed the cost of the services and materials described in the certificate, (ii) except for the amount stated in such certificate to be insured under due as aforesaid, there is no outstanding indebtedness known to the persons signing such certificate after due inquiry which might become the basis of a vendor's, mechanic's or materialmens' or similar lien upon such Work, the Demised Premises or Tenant's leasehold interest, or any part thereof, and (iii) the cost, as estimated by the persons signing such certificate, of the Work required to be done subsequent to the date of such certificate in order to complete the same, does not exceed the amount of Insurance Proceeds remaining in the hands of the Insurance Trustee after the payment of the sum so requested; and (b) a certificate, dated not more than fifteen (15) days prior to such request, of a title or abstract company satisfactory to Landlord then doing business in the City of Livermore, covering the period from the date of this Lease (or the date of the last such certificate furnished pursuant to any of the applicable provisions of this Lease) to the date of such certificate, setting forth all liens and encumbrances, if any, of record and reflecting that there are no involuntary liens or encumbrances of record of any kind on the Demised Premises except those permitted by the terms of this Lease and except such as will be discharged by payment of the amount then requested. Subject to the terms of Landlord' 8 Mortgage, upon compliance with the foregoing provisions of this Section 8.03, the Insurance Trustee shall, out of the Insurance Proceeds, pay or cause to be paid to Tenant or to the persons named in the certificate the respective amounts stated therein to have been paid by Tenant or to be due to them, as the Upon receipt by the Insurance Trustee of evidence satisfactory to it of the character required by subsections (a) and (b) of this Section 8.03 that the Work has been completed and paid for in full and there are no liens of the character referred to therein, and if Tenant is not then in default, the Insurance Trustee shall pay any remaining balance of the Insurance Proceeds to Landlord's insurance policiesMortgagee, if there be any, and Landlord’s obligation is limited if not, to Tenant. If the extent Insurance Proceeds received by the Insurance Trustee shall be insufficient to pay the entire cost of the insurance proceeds received Work as reasonably estimated by Landlord, (ii) Landlord’s duty Tenant shall supply the amount of any such deficiency and shall first apply the same to repair and restore the payment of the cost of the Work before calling upon the Insurance Trustee for the disbursement of the Insurance Proceeds held by the Insurance Trustee. Under no circumstance shall Landlord be obligated to make any payment, disbursement or contribution towards the cost of the Work. Section 8.04. In no event shall Tenant be entitled to any abatement, allowance, reduction or suspension of rent because part or all of the Demised Premises shall not begin until receipt of be untenantable owing to the insurance proceedspartial or total destruction thereof; and notwithstanding anything herein to the contrary, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for no such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete shall affect in any restoration) during way the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent shall be the exclusive remedy obligation of Tenant against Landlord in to pay the event Annual Base Rental, additional rent and other payments herein reserved or required to be paid, nor release Tenant of a casualty involving the Premises. or from any obligation imposed upon Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationunder this Lease.

Damage or Destruction. If, during the Term term of this AgreementLease, including any time after Lessee may have given notice to terminate this Lease, the entire Parking Facility Premises or such portion thereof as shall render the Premises remaining portion thereof unsuitable for the continued conduct of the TenantLessee’s and its invitees activities thereon, shall be damaged or destroyed by fire or other casualty, then Landlord Lessee shall have the right, for a period of ninety (90) days thereafter, by giving written notice to Lessor, to terminate this Lease, in which event: (a) Lessor shall be entitled to retain all insurance proceeds payable by reason of and with respect to damage or destruction to the buildings and improvements constructed by Lessor on the Premises; and (b) Lessee shall be entitled to retain all insurance proceeds payable by reason of and with respect to damage or destruction to the buildings and improvements owned or constructed by Lessee on the Premises, and all insurance proceeds relating to Lessee’s fixtures, equipment and other personal property. If Lessee does not elect to terminate this Lease or if the damage or destruction to the Premises does not render the remaining portion thereof unsuitable for the continued conduct of Lessee’s activities thereon, then this Lease shall continue in full force and Landlord effect, and Lessor shall rebuild or reconstruct the Parking Facility in a commercially reasonable promptly commence and efficient manner subject pursue diligently to completion whatever repairs to the following terms and conditions: (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited Premises are necessary to the extent of the insurance proceeds received by Landlord, (ii) Landlord’s duty to repair and restore the Premises to the condition the same were in prior to such damage or destruction. All such repairs shall not begin until receipt be performed promptly and in a good and workmanlike manner in accordance with all statutes, laws, ordinances, rules and regulations of any governmental authority having jurisdiction over the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property Premises. Commencing on the Premises belonging to Tenant or any date of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the such damage or destruction (or to complete any restoration) and continuing during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord Lessor is repairing and restoring the Parking FacilityPremises pursuant to this Paragraph, the rental payable by Tenant Lessee shall ▇▇▇▇▇. The abatement ▇ in proportion to the floor area of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of buildings located on the Premises and/or of which Lessee is deprived for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthe period in which Lessee is deprived of such area.

Damage or Destruction. If(a) Promptly, during and in any case within three (3) Business Days after the Term occurrence thereof, Borrower shall notify Agent of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be damaged or destroyed by any fire or other casualty, then Landlord Casualty with respect to any portion of any Property if Borrower’s reasonably foresees that of the cost of Restoration will exceed the lesser of (i) $1,000,000 or (ii) five percent (5%) of the Allocated Loan Amount for the applicable Property. Such notice also shall generally describe the nature and extent of such Casualty and set forth Borrower’s best estimate of the cost of Restoration. (b) Agent shall be entitled to retain receive all insurance proceeds payable with respect to any Property on account of a Casualty. Borrower hereby irrevocably assigns, transfers and sets over to Agent all rights of Borrower to any such insurance proceeds, award or payment. Borrower hereby irrevocably authorizes and empowers Agent, in the name of Borrower or otherwise, to file for and prosecute in its own name what would otherwise be Borrower’s claim for any such insurance proceeds. Notwithstanding the foregoing, so long as no Default or Event of Default shall have occurred and shall then be continuing and provided Borrower promptly files all claims and diligently prosecutes same, Borrower shall have the right to file, adjust, settle and prosecute any claim for such insurance proceeds; provided, however, that Borrower shall not agree to any adjustment or settlement of any such claim payable with respect to a Casualty the insurance proceeds with respect to which are greater than $1,500,000 (the “Casualty Proceeds Disbursement Threshold”) without Agent’s prior consent. Borrower shall promptly after demand pay to Agent all reasonable costs and expenses (including the fee of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements) incurred by reason Agent in connection with a Casualty and seeking and obtaining any insurance proceeds, award or payment with respect thereto. Net Proceeds held by Agent, together with any interest earned thereon, shall constitute additional security for the payment of the Obligations (a security interest therein being granted hereby), until disbursed in accordance with this Section 8.12 or Section 8.14 hereof, as the case may be. Notwithstanding the foregoing, or anything else herein, to the contrary, all proceeds of business interruption/rent loss insurance may be collected by and shall be paid to Agent and applied in accordance with Section 8.12(g) hereof. (c) Borrower shall, at its sole cost and expense, promptly commence and diligently and continuously perform to completion the Restoration in a good and workmanlike manner and in compliance with all Legal Requirements and the requirements of the Permitted Encumbrances, whether or not Borrower shall have satisfied the requirements of Section 8.12(d) hereof in order to cause the Net Proceeds to be made available for such Restoration and whether or not such insurance proceeds on account of the Casualty shall be sufficient for such purpose. (d) With respect to any Property, in the case of any Casualty with respect to which the insurance proceeds payable are equal to or greater than the Casualty Proceeds Disbursement Threshold, the Net Proceeds shall be held by Agent, if Agent so elects, as a part of the Collateral and shall be applied or dealt with by Agent as follows: (i) The Net Proceeds shall be disbursed in accordance with the requirements of Article III of this Loan Agreement such that the Net Proceeds shall be advanced in the same manner as the disbursement of the proceeds of the Cash Flow Collection Account if the following conditions are satisfied (each a “Release Condition” and collectively, the “Release Conditions”): (A) no Default or Event of Default shall have occurred and be continuing; (B) Borrower shall have delivered to Agent within sixty (60) days after the occurrence of the Casualty, a notice of Borrower’s desire to undertake the Restoration; (C) Borrower shall have demonstrated to the satisfaction of Agent that the Restoration can be completed at least three (3) months prior to the then-current Maturity Date, or such earlier time as may be required by applicable Legal Requirements; (D) Borrower shall have demonstrated to the satisfaction of Agent that sufficient funds are available to Borrower through rent and/or business interruption insurance maintained pursuant to Section 8.11 hereof, cash and/or a letter of credit or other similar cash-equivalent security reasonably satisfactory to Agent as to form, content and issuer, and which shall be for the benefit of Agent, to pay all debt service with respect to the damage or destruction Loan and all operating expenses with respect to such Property during the period reasonably estimated by Borrower as necessary for the completion of the Restoration; (E) Borrower shall have provided Agent with a guaranty of completion reasonably satisfactory to Agent in form and content and as to guarantor which guarantees the timely and lien-free completion of the Restoration; and (F) to the Premises extent, in Agent’s reasonable judgment, the Net Proceeds are insufficient to pay the costs of the Restoration, Borrower shall have provided Agent with a letter of credit, cash deposit or similar equivalent security in the amount of such deficiency in form, content and Landlord issuer reasonably satisfactory to Agent or other evidence reasonably satisfactory to Agent that Borrower has sufficient funds to pay the costs of the Restoration; and (G) Agent shall rebuild or reconstruct have received written confirmation satisfactory to Agent that Qualified Leases shall remain in full force and effect through Restoration and upon and after completion of the Parking Facility Restoration, and with the exception of a Restoration required by Wachovia pursuant to a Wachovia Lease, the Lessees thereunder shall be obligated upon completion of the Restoration to pay rent in a commercially reasonable an aggregate amount of not less than the aggregate amount of rent necessary, in Agent’s sole determination, for the Loan-to-Value Ratio for the Property based on the Allocated Loan Amount of such Property (on the basis of an Appraisal at Borrower’s expense obtained by Agent in connection with the Restoration) to be no greater than the lesser of (A) the Loan-to-Value Ratio for the Property immediately prior to such Casualty based on Allocated Loan Amount and efficient manner subject (B) the Loan-to-Value Ratio for the Property as of the Closing Date based on the Allocated Loan Amount of such Property, and the Net Operating Income for such Property with respect to the twelve (12) calendar month period immediately following terms completion of Restoration and conditions: based on Agent’s estimate of Gross Revenues for such Property to be received and Operating Expenses for such Property to be incurred during such twelve (12) calendar month period calculated, as projected by Agent, as of the date of Restoration is completed be no less than Net Operating Income for such Property with respect to the twelve (12) calendar month period immediately prior to the occurrence of the Casualty calculated as of the date the Casualty occurs. (ii) Notwithstanding Section 8.12(d)(i) hereof, if Agent does not elect to hold the Net Proceeds, Borrower shall not disburse any Net Proceeds other than in accordance with the conditions of this Section 8.12(d) and Sections 8.12(e) and 8.12(f) hereof. (iii) Notwithstanding anything to the contrary herein, upon the Release of any Property pursuant to Section 2.17 hereof, Agent shall release any Net Proceeds applicable to such Property to Borrower or Borrower may elect to reduce the Release Payment by the amount of such Net Proceeds, which Net Proceeds shall then constitute a portion of the Release Payment and be applied pursuant to Section 2.4(b) hereof. (e) If one or more of the Release Conditions are not satisfied, all Net Proceeds shall be applied in accordance with Section 8.14 hereof, provided, that, if each of the Release Conditions shall have been satisfied except the Release Condition set forth in Section 8.12(d)(i)(A) hereof as a result of the occurrence of a Default (as opposed to the occurrence of an Event of Default), Agent shall not so apply the Net Proceeds until such time, if any, as an Event of Default shall have occurred. (f) All reasonable costs and expenses incurred by Agent in connection with making the Net Proceeds available for the Restoration (including reasonable attorneys’ fees and disbursements and reasonable fees and actual out-of-pocket expenses of Agent’s construction consultants and inspectors) shall be paid by Borrower. Any Net Proceeds remaining after the Restoration and the payment in full of all costs incurred in connection with the Restoration, at Agent’s option, either will be distributed by Agent to Borrower or applied as a mandatory prepayment of the Loan. (g) Business interruption/rent loss insurance proceeds of Borrower shall be deposited into either (i) the casualty must be insured under Landlord's insurance policies, and Landlord’s obligation is limited to the extent an account or subaccount of the insurance proceeds received by Landlord, Agent or (ii) Landlord’s duty an account at a bank or other financial institution approved by Agent. Provided no Default or Event of Default shall have occurred and be continuing, such proceeds shall be applied to repair the payment of Interest, principal due and restore payable under Section 2.4(d) hereof and other sums that become due and payable under the Premises Loan Documents as and when due and then to operating expenses for such Property approved by Agent and in such manner and upon such conditions as Agent shall determine. Borrower hereby grants to Agent a security interest in all rights of Borrower in and to such account and all sums on deposit therein as additional security for the Obligations. Upon the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to such account specified in this Loan Agreement and in any other Loan Document. If held by Agent, the credit balance in such account or subaccount may be commingled with the general funds of Agent. If not held by Agent, Borrower shall cause the bank or financial institution at which such account is held to execute and deliver to Agent an Account Agreement with respect to such account, Borrower shall pay all fees and costs with respect thereto and Borrower shall not begin until receipt close such account without obtaining the prior consent of Agent. Neither Agent nor Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to such account as a result of the insurance proceedsexercise by Agent of any of its rights, (iii) Landlord’s lender(s) must permit remedies or obligations hereunder or under any other Loan Document. Any interest earned on the balance of such account shall be deposited into such account and be applied with the balance of such account in accordance with this Section 8.12(g). Agent shall have sole control over such account. Any business interruption/rent loss insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant or any of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year remaining after completion of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive days, including, without limitation, any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement of the rent Restoration shall be the exclusive remedy distributed to Borrower or, if an Event of Tenant against Landlord Default has occurred and is continuing, at Agent’s election, deposited in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationLockbox Account.

Damage or Destruction. If, during (a) If the Term of this Agreement, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall Building should be damaged or destroyed by fire or other casualtyperil, then Landlord Tenant immediately shall be entitled give written notice to retain all insurance proceeds payable by reason of and with respect to the damage or destruction to the Premises and Landlord shall rebuild or reconstruct the Parking Facility in a commercially reasonable and efficient manner subject to the following terms and conditionsLandlord. If: (i) the casualty must Building should be totally destroyed by any peril not covered by insurance required to be carried hereunder; or if (ii) the Leased Premises should be so damaged thereby that, in Landlord's estimation, rebuilding or repairs cannot be completed within one hundred eighty (180) days after Landlord's receipt of insurance proceeds and required permits; or if (iii) the Leased Premises should be so damaged thereby that, in Landlord's estimation, rebuilding or repairs of the portion thereof required to be insured under by Tenant can be substantially completed within one hundred eighty (180) days after the date of such damage, but the insurance proceeds available to Landlord will not, in Landlord's estimation, be sufficient to complete such rebuilding or repairs (due to such insurance policies, proceeds being applied to mortgage debt or otherwise) and Landlord’s obligation Landlord is limited either unable or unwilling to advance sufficient funds to complete such rebuilding or repairs (such decision to be made within sixty (60) days of the casualty); then in any of such events this Lease shall cease and terminate as if and to the extent the effective date of such termination had been the date originally scheduled for the expiration of the term of this Lease, and the Rent shall be abated during the previously unexpired term of this Lease, effective upon the date of the occurrence of such damage. (b) Subject to the provisions of Article 9(a) above, if the Building should be damaged by any peril covered by the insurance proceeds received by Landlordrequired to be carried hereunder, (ii) Landlord’s duty and Landlord does not have the right to repair and or does not elect to terminate this Lease, then Landlord shall restore the Premises Building to substantially its previous condition, except that Landlord shall not begin until receipt be required to rebuild, repair or replace any of the insurance proceeds, (iii) Landlord’s lender(s) must permit the insurance proceeds to be used for such repair and restoration, (iv) Landlord shall have no obligation to repair and restore any personal property on the Premises belonging to Tenant Tenant's Property or any of Tenant’s employees's Work or any other property of, contractorsor improvements or alterations made by, agents Tenant. Subject to events of Force Majeure or inviteesTenant Delays, if such repairs and rebuilding of the Leased Premises have not been substantially completed within one hundred eighty (v180) days after the date of Landlord's receipt of insurance proceeds and necessary permits, Tenant, as Tenant's exclusive remedy, may give Landlord notice of Tenant's intention to terminate the Lease effective as of the date specified in such notice which date shall be not less than ninety (90) days after the notice. If the repairs and rebuilding have no obligation not been substantially completed by the date specified in such notice for reasons other than Tenant Delays or Force Majeure, Tenant, as Tenant's exclusive remedy, may immediately terminate this Lease by delivering written notice of termination to restore Landlord, in which event the damage or destruction (or rights and obligations hereunder shall cease and terminate as if and to complete any restoration) the extent the effective date of such termination had been the date originally scheduled for the expiration of the term of this Lease, and Rent shall be abated during the last year unexpired term of this Lease, effective upon the date of the Term termination. Rent shall not be abated during any repairs or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options construction performed pursuant to this AgreementArticle 9(b). (c) Notwithstanding any provision herein to the contrary, and (vi) if Landlord shall rebuild or reconstruct elects to proceed with the Parking Facility to a configuration substantially equivalent to that configuration which existed as restoration of the Commencement DateImprovements not withstanding the fact that Landlord estimates available insurance proceeds will be inadequate for such restoration costs, or in the event available insurance costs are in fact inadequate for such restoration costs, Tenant will pay the deficiency to Landlord upon demand. During the period in which the Parking is unavailable to a Tenant for any reason caused by Regardless of whether or not Landlord during the Term of terminates this Agreement for a period or restores the Leased Premises, Tenant shall pay Landlord the amount of more than any applicable deductibles within thirty (30) consecutive days, including, without limitation, days after written demand by Landlord. Such obligations shall survive any such period during which Landlord is repairing and restoring the Parking Facility, the rental payable by Tenant shall ▇▇▇▇▇. The abatement termination of the rent shall be the exclusive remedy of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation or damage for loss of use of the whole or any part of the Premises and/or for any inconvenience or annoyance occasioned by any casualty and any resulting damage, destruction, repair, or restorationthis Agreement.

Damage or Destruction. If19.01. If the Building, during the Term Unit or the Premises shall be partially or totally damaged or destroyed by fire or other casualty (and if this lease shall not be terminated as in this Article 19 hereinafter provided), then: (a) Landlord shall promptly settle any insurance claims and repair (or cause the Board of Managers to repair) the damage to and restore and rebuild the Building, the Unit and the core and shell of the Premises (excluding leasehold improvements, Tenant's improvements and betterments and Tenant's Property) diligently and in a workmanlike manner after notice to it of the damage or destruction, and (b) Tenant shall (i) at Tenant's option, restore all or such portion of Tenant's Property as Tenant may elect to restore and (ii) at Tenant's option, to be exercised separately with respect to each floor of the Premises, either (A) repair the damage to and restore such portion of the leasehold improvements on such floor (or, in the case of a floor on -117- which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all leasehold improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements (herein collectively called the "IMPROVEMENTS RESTORATION WORK"); or (B) demolish the leasehold improvements located on such floor (or, in the case of a floor on which Tenant is not a full-floor tenant, the portion of such floor demised to Tenant) (herein called the "IMPROVEMENTS DEMOLITION WORK"), which Improvements Restoration Work or Improvements Demolition Work (as the case may be) shall be performed diligently and in a workmanlike manner after the substantial completion of Landlord's repairs and restoration of the core and shell of the Premises. The Improvements Restoration Work and the Improvements Demolition Work shall be deemed to constitute Alterations for the purposes of Article 11 hereof. The proceeds of policies providing coverage for leasehold improvements installed in the Premises shall be paid to Tenant, to be used by Tenant to perform the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be), to the extent Tenant is to perform the same, and otherwise to be retained by Tenant. If this lease shall be terminated by Landlord or Tenant pursuant to this Article 19, then Tenant shall retain the proceeds of policies providing coverage for leasehold improvements. Tenant shall be solely responsible for (1) the amount of any deductible under the policy insuring the leasehold improvements and (2) the amount, if any, by which the cost of the Improvements Restoration Work and/or the Improvements Demolition Work (as the case may be) exceeds the available insurance proceeds therefor. 19.02. If all or part of the Premises shall be damaged or destroyed or rendered completely or partially "UNTENANTABLE" (which, for purposes of this Agreementlease shall mean unusable for the conduct of Tenant's business in a manner which is consistent with Tenant's use within the thirty (30) day period prior to the occurrence of such casualty and Tenant ceases the operation of its business within the Premises or the affected portion thereof) or inaccessible on account of fire or other casualty, the Fixed Rent and the Additional Charges under Article 3 hereof shall be abated in the proportion that the untenantable area of the Premises bears to the total area of the Premises for the period from the date of the damage or destruction to (a) the date by which Tenant, acting diligently following Landlord's (or the Board of Managers') restoration of the damage to the core and shell of the Premises (exclusive of the leasehold improvements, Tenant's improvements and betterments and Tenant's Property), has or could have restored the leasehold improvements, Tenant's improvements and betterments and Tenant's Property and re-commenced the conduct of business from the affected portion of the Premises, or (b) if the Building or the Unit is so damaged or destroyed that the Premises are rendered untenantable due to insufficient access to the Premises, the date on which the Premises shall be made tenantable and sufficient access thereto shall be available; PROVIDED, HOWEVER, in the case of (a) or (b) above, should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of business prior to the date that the Premises are substantially repaired or made tenantable, the Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. In the event that fifty (50%) percent or more of the rentable area of any floor of the Premises is rendered untenantable and in Tenant's good faith judgment Tenant cannot use the tenantable portion of such floor for the conduct of Tenant's business in a manner which is consistent with Tenant's use within the thirty (30) day period prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire floor, such entire floor shall be deemed to be untenantable. In the event that fifty (50%) percent or more of the rentable area of the entire Premises is rendered untenantable and in Tenant's good faith judgment Tenant cannot use the tenantable portion of the Premises for the conduct of Tenant's business in a manner which is consistent with Tenant's use immediately prior to the occurrence of such casualty and Tenant ceases the operation of its business within the entire Premises, the entire Parking Facility or such portion thereof as shall render the Premises unsuitable for the continued conduct of the Tenant’s and its invitees activities thereon, shall be deemed to be untenantable. 19.03. If (a) the Building shall be seventy-five (75%) percent or more damaged or destroyed by fire or other casualty, then or if the Building or the Unit shall be so damaged or destroyed by fire or other casualty that its repair or restoration requires more than fifteen (15) months or the expenditure of more than forty (40%) percent of the full insurable value of the Building or the Unit, as the case may be, immediately prior to the casualty (as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord or the Board of Managers [herein called "LANDLORD'S EXPERT"], subject to Tenant's approval, which approval Tenant shall not unreasonably withhold, condition or delay) or (b) if the Premises shall be totally or substantially (I.E., for this purpose, more than fifty (50%) percent) damaged or destroyed and it would require ninety (90) days or more to restore the Building and the core and shell of the Premises during the last two (2) years of the term of this lease, as same may have been extended (as estimated in any such case by Landlord's Expert), and, if the circumstances set forth in clause (a) above have occurred, Landlord shall have canceled leases (including this lease) covering at least seventy-five (75%) percent of the office space in the Unit not occupied by Landlord or its Affiliates pursuant to which it may, under such circumstances, exercise a right of termination, then in any such case Landlord may terminate this lease by giving Tenant notice to such effect (herein called "LANDLORD'S CASUALTY TERMINATION NOTICE") as soon as practicable under the circumstances and in any event within one hundred five (105) days after the date of the casualty, and upon the giving of such notice this lease and the term and estate hereby granted shall terminate as of the date set forth in such notice (PROVIDED, HOWEVER, that if Tenant is then in occupancy of the Premises, Tenant shall have the right, to be exercised by written notice to Landlord given within thirty (30) days after Tenant's receipt of Landlord's termination notice, to extend the date set forth in Landlord's termination notice to a date up to one hundred twenty (120) days after the giving of Landlord's termination notice). (a) In the case of any damage or destruction mentioned in this Article 19, Tenant may terminate this lease by notice given to Landlord in accordance with the last sentence of this Section 19.04(a) if Landlord or the Board of Managers shall not have completed the making of the required repairs and restored and rebuilt the Building and the core and shell of the Premises within fifteen (15) months from the date of such damage or destruction (herein called the "RESTORATION COMPLETION DATE"; PROVIDED, HOWEVER, that if such damage or destruction shall occur and render untenantable twenty-five (25%) percent or more of the rentable area of the Premises at a time when there shall be less than two (2) years remaining in the term of this lease and Tenant shall not have exercised any right that it may have pursuant to the terms of this lease to extend the term of this lease, the Restoration Completion Date shall mean the date that is one hundred twenty (120) days from the date of such damage or destruction), or within such period after such date as shall equal the aggregate period Landlord may have been delayed in doing so by reasons of Force Majeure Causes. Except as expressly provided in this Section 19.04, Tenant shall not be entitled to retain all insurance proceeds terminate this lease and no damages, compensation or claim shall be payable by reason Landlord for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the core and with respect to the damage or destruction to shell of the Premises and or of the Building pursuant to this Article l9. Landlord shall rebuild use all reasonable efforts to make such repair or reconstruct restoration (or cause the Parking Facility Board of Managers to make such repair or restoration) diligently and in a commercially reasonable workmanlike manner and efficient in such manner subject as to not unreasonably interfere with Tenant's use and occupancy of the following terms and conditionsPremises; PROVIDED, HOWEVER, that: (i) Landlord or the casualty must Board of Managers shall not be insured under Landlord's insurance policies, and Landlord’s obligation is limited required to do such repair or restoration work on an overtime basis except to the extent that the cost of the insurance proceeds received such overtime work would be covered by Landlord, 's (or the Board of Managers') insurance or (ii) Landlord’s duty upon Tenant's written request and agreement to bear the incremental additional cost of same, Landlord or the Board of Managers shall perform the repair and restore restoration of the core and shell of the Premises shall not begin until receipt on an overtime basis. In the event that Tenant becomes entitled to terminate this lease and the term and estate hereby granted pursuant to the provisions of the insurance proceedsfirst sentence of this Section 19.04(a), (iii) Landlord’s lender(s) must permit Tenant may do so by giving a notice to such effect to Landlord at any time following the insurance proceeds date on which Tenant becomes so entitled but prior to be used for such the date on which Landlord completes its repair and restorationrestoration obligations set forth in this Article 19, (iv) and unless Landlord shall have no obligation to complete its repair and restore any personal property on restoration obligations set forth in this Article 19 prior to the Premises belonging to Tenant or any expiration of Tenant’s employees, contractors, agents or invitees, (v) Landlord shall have no obligation to restore the damage or destruction (or to complete any restoration) during the last year of the Term or of any Option Period if Tenant has delivered notice that it is not renewing the Term of this Agreement pursuant to Section 2.2 or if Tenant has no more extension options pursuant to this Agreement, and (vi) Landlord shall rebuild or reconstruct the Parking Facility to a configuration substantially equivalent to that configuration which existed as of the Commencement Date. During the period in which the Parking is unavailable to a Tenant for any reason caused by Landlord during the Term of this Agreement for a period of more than thirty (30) consecutive daysdays from Landlord's receipt of such notice, this lease and the term and estate hereby granted shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein. (b) Within seventy-five (75) days after the occurrence of any such damage or destruction, Landlord shall give Tenant notice of the date that, in the good faith judgment of Landlord's Expert, it estimates it or the Board of Managers shall be able to substantially complete the required repairs and restorations (herein called the "ANTICIPATED COMPLETION DATE") subject to delays for any of the causes described in Section 35.04 hereof. If Landlord shall fail to timely deliver such notice of the Anticipated Completion Date and such failure shall continue for ten (10) Business Days after Landlord's receipt of written notice from Tenant making specific reference to the right of Tenant contained in this sentence and if Landlord fails to deliver notice of the Anticipated Completion Date prior to the expiration of such ten (10) day period, or if the Anticipated Completion Date shall be after the Restoration Completion Date, or in the event it is determined pursuant to expedited arbitration conducted in accordance with the provisions of Section 39.04 hereof that based upon Landlord's progress the restoration could not be completed by the Anticipated Completion Date even with the use of overtime, Tenant shall have the right, within sixty (60) days after the notice of the Anticipated Completion Date has failed to be delivered or is given, as applicable, or within thirty (30) days after such determination is made, to terminate this lease by giving thirty (30) days notice of such termination to Landlord, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate as if such date were the Expiration Date specified herein. If Tenant does not give such termination notice within said sixty (60) or thirty (30) day period, as applicable, then the Restoration Completion Date provided for herein shall automatically be deemed extended to the date which is thirty (30) days following the Anticipated Completion Date set forth in Landlord's notice or determined in such expedited arbitration proceeding, as applicable. In no event shall Landlord or the Board of Managers be liable to Tenant in the event the restoration is not completed on the Anticipated Completion Date (as extended for any of the causes described in Section 35.04 hereof) and Tenant's sole remedy shall be the termination right herein provided. 19.05. Landlord and Tenant shall cooperate with each other in connection with the collection of any insurance proceeds payable in respect of any casualty to the Building and/or Tenant's Property and in the performance of their respective restoration obligations, and shall comply with all reasonable requests made by each other in connection therewith, including, without limitation, the execution of any affidavits required by the applicable insurance companies. 19.06. Except to the extent expressly set forth in this Article 19, Tenant shall not be entitled to terminate this lease and Landlord and the Board of Managers shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair or restoration of any portion of the Premises or of the Building pursuant to this Article 19. 19.07. Landlord will not carry insurance of any kind on Tenant's Property or on Tenant's improvements and betterments or leasehold improvements and shall not be obligated to repair any damage to or replace any of the foregoing and Tenant agrees to look solely to its insurance for recovery of any damage to or loss of any of the foregoing. If Tenant shall fail to maintain such period during which insurance, and such failure shall continue for ten (10) Business Days after written notice by Landlord is repairing to Tenant specifying Landlord's self-help right if Tenant fails to remedy such failure, Landlord, at Landlord's election, shall have the right (in its sole discretion and restoring without any liability whatsoever if Landlord elects not to do so) to obtain such insurance on Tenant's Property, Tenant's improvements and betterments and the Parking Facilityleasehold improvements and the reasonable, the rental actual, out-of-pocket cost thereof shall be Additional Charges under this lease and payable by Tenant shall ▇▇▇▇▇to Landlord within thirty (30) days of request therefor. 19.08. The abatement provisions of the rent this Article 19 shall be the exclusive remedy deemed an express agreement governing any case of Tenant against Landlord in the event of a casualty involving the Premises. Tenant hereby waives all claims against Landlord for any compensation damage or damage for loss of use of the whole or any part destruction of the Premises and/or by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for any inconvenience or annoyance occasioned by any casualty such a contingency in the absence of an express agreement, and any resulting damageother law of like import, destructionnow or hereafter in force, repair, or restorationshall have no application in such case.