Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

Damage or Destruction. 4.9.1 If Mortgagor will give Mortgagee prompt notice of damage to or destruction of any improvements on the Premises are damaged Mortgaged Property or to personal property used in the operation of the Mortgaged Property and in case of loss covered by firepolicies of insurance, earthquake Mortgagee is hereby authorized to make proof of loss if not promptly made by Mortgagor or other casualty the lessees under any lease of any portion of the Mortgaged Property (the “CasualtyLease” or “Leases”). Tenant Any expenses incurred by Mortgagee in the collection of insurance proceeds, together with interest thereon from the date of such expense at the highest default rate set forth in the Notes, shall give Landlord prompt written notice thereofbe added to and become a part of the Indebtedness and shall be reimbursed by Mortgagor to Mortgagee immediately upon demand. If Landlord estimates (such estimate Such net proceeds may be applied by Mortgagee, upon or in reduction of the Indebtedness then most remotely to be performed within forty-five (45) calendar days paid, without a prepayment fee, or to the cost of Landlord’s actual knowledge rebuilding or restoration of such damage) the improvements on the Mortgaged Property. However, if Mortgagee shall require that the damage can improvements on the Mortgaged Property be repaired in or rebuilt, then the repair, restoration, replacement or rebuilding of the improvements on the Mortgaged Property shall be to a manner necessary condition of at least equal value as prior to cause it to such damage or destruction, and such net proceeds of insurance shall be made available therefor under the conditions and in the same condition manner set forth below. So long as it was there exists no Event of Default (as defined in the Loan Agreement), and provided any loss or damage cannot, in the sole judgment of Mortgagee, result in the termination, cancellation or modification of the Leases (if any), and if the Leases so require and the insurers do not deny liability as to the insureds, such insurance proceeds, after deducting expenses incurred in collection, shall be made available under the conditions and in the manner specified in the following paragraph, for the repair, restoration, replacement or rebuilding of improvements on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware Mortgaged Property to a condition of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which at least equal value as existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required or destruction. Otherwise, such net proceeds may be applied by subparagraph 4.14.2Mortgagee, below), Landlord may elect in its sole discretion exercised discretion, upon and in good faith reduction of the Indebtedness then most remotely to either: (a) terminate be paid in inverse chronological order, or to the cost of rebuilding or restoration of the Mortgaged Property or personal property. However, if Mortgagee shall require that the Mortgaged Property be repaired or rebuilt in accordance with this Lease Agreement, such net proceeds of insurance shall be made available therefor under the conditions and in the manner set forth below. Insurance proceeds made available for restoration, repair, replacement or (b) restore rebuilding of the Premises to substantially the same condition which existed improvements on the Tender Date Mortgaged Property shall be disbursed from time to time (provided no default exists in the or in this Agreement or in any of the Instruments or any Lease at the time of each disbursement), after first deducting the expenses of disbursement including, without limitation, reasonable attorneys’ fees, costs of title insurance, escrows and this Lease will continue. 4.9.2 If Landlord elects closings by the title company and fees and expenses of the disbursing party, upon the disbursing party being provided with satisfactory evidence of the cost of completion of such work and of the diligent and timely prosecution thereof and with architect’s certificates, waivers of lien, contractors’ and subcontractors’ sworn statements and other evidence of costs and payments so that the disbursing party can verify that the amounts disbursed from time to restore time are represented by completed and in place work and that said work is free and clear of all mechanics’ lien claims. No payment made prior to the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration final completion of such restoration. Failure , repair, replacement or rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to so elect time and at all times the undisbursed balance of such proceeds remaining in the hands of the disbursing party, together with funds deposited for the purpose or irrevocably committed for such purpose, shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that sufficient in the event reasonable judgment of Mortgagee, to pay for the cost of completion of all such restoration, repair, replacement or rebuilding. Mortgagee may require that plans and specifications for the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted restoration, repair, replacement or rebuilding be submitted to and approved by Mortgagee prior to the Casualty Datecommencement of the work. Any surplus which may remain out of said insurance proceeds after payment of costs of building and restoration may, at the option of Mortgagee, be applied either on account of the Indebtedness then all Rent most remotely to be paid in inverse chronological order, without a prepayment fee, or be paid to any person or persons otherwise entitled thereto. Application or release of proceeds under the provisions hereof shall not cure or waive any default hereunder or invalidate any act done pursuant to any notice of default. No interest shall be fully abated) until allowed on account of any such proceeds or other funds held in the date on which Landlord substantially completes its restoration hands of Mortgagee or the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction perioddisbursing party.

Damage or Destruction. 4.9.1 If (a) In the event of a total destruction of Building #16 and the Building #16 Improvements, or the Building #13 Premises are damaged and the Building #13 Improvements during the lease term from any cause, either party may elect to terminate this Lease with respect to either or both of the buildings affected by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the building or the premises involved are destroyed to the extent of seventy-five percent (75%) or more of the replacement cost thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired Lease is not terminated, Lessor shall repair and restore the building or the premises involved in a diligent manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. Ifcontinue in full force and effect, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided except that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Monthly Base Rent and Additional Rent shall be reduced abated in accordance with Paragraph 21(d) below. (b) In the event of a partial destruction of Building #16 or Building #13 or any of the premises which are the subject of this Lease to an extent less than seventy-five percent (75%) of the replacement cost thereof and subject to Lessee’s right to terminate the Lease under Paragraph 21(c) below, if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred seventy (270) days from the date of such casualty, and if the casualty is from a cause which is insured under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 21(d) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the building and the improvements affected, or terminating this Lease with respect to the building involved by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 21(c). Notwithstanding anything to the contrary contained in this Paragraph 21, Lessor shall not have the right to terminate this Lease if the cost to repair the damage or to restore Building #16 or Building #13 or the Building #13 Premises would cost less than five percent (5%) of the replacement cost of the building involved, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 21, if the cost to restore the building damaged exceeds five percent (5%) of the replacement cost, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to restore the building damaged at Lessee’s sole cost (to the extent the costs exceed Lessor’s insurance proceeds), in which event this Lease shall remain in effect, provided that rent abatement shall not extend beyond the date that the restoration is completed, or two hundred seventy (270) days after the casualty, whichever occurs first. (c) In the event of a partial destruction of Building #16 or the Building #13 Premises to an extent equal to or exceeding twenty-five percent (25%) but less than seventy-five percent (75%) of the replacement cost thereof, or if the damage thereto cannot be repaired, reconstructed, or restored within a period of one hundred twenty (120) days from the date of such casualty, Lessee may terminate this Lease with respect to the building involved by giving written notice of termination to Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not insured under Lessor’s “all risk” property insurance, or is not insured under any other insurance carried by Lessor, Lessor may elect to repair and restore the building involved and related improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 21(c)), or Lessor may terminate this Lease with respect to the building involved by giving written notice of termination to Lessee, subject to the limitations of Paragraph 21(b). Lessor’s election to repair and restore the building involved and related improvements or to terminate this Lease with respect thereto, shall be made and written notice thereof shall be given to Lessee within thirty (30) days after the casualty. Notwithstanding the foregoing, to the extent that Lessee and Lessor have not previously terminated the Lease, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of the restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the building involved and related improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within one hundred eighty (180) days after the casualty, Lessee may terminate this Lease with respect to the building involved by written notice to Lessor given within thirty (30) days after the expiration of said period of one hundred eighty (180) days after the casualty. If this Lease is not terminated by Lessor or Lessee pursuant to the foregoing provisions, Lessor shall complete the repairs in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 21(d) below. (d) Subject to the limitation in Paragraph 21(b) above which applies if Lessee elects to restore the building or the premises involved at Lessee’s expense, in the event of repair, reconstruction, or restoration as provided herein, the Monthly Base Rent and Additional Rent shall be abated proportionally in the ratio which the Lessee’s use of the premises involved is impaired during the period of Landlordsuch repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (e) With respect to any destruction of the Building #16 Premises or the Building #13 Premises which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 21, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore such premises shall include the tenant improvement work referred to in Paragraph 13. Lessor shall also repair and restore any other leasehold improvements constructed thereafter by Lessor or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Premises in proportion premises referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (f) In the event of termination of this Lease with respect to the portion Building #16 Premises or the Building #13 Premises pursuant to any of the Premises which is not usable (or accessible) by Tenant as a result provisions of such casualty this Paragraph 21, the Monthly Base Rent and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Additional Rent shall be fully abated) until apportioned on a per diem basis and shall be paid to the date on which Landlord substantially completes its of the casualty. In no event shall Lessor be liable to Lessee for any damages resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Premises building involved, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the condition as existing on extent and upon the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodconditions expressly set forth in this Paragraph 21.

Damage or Destruction. 4.9.1 If at any time during the Premises are Term of this Lease the Property or any part thereof shall be damaged or destroyed by fire, earthquake fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45including any casualty for which insurance coverage was required by this Lease but not obtained) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and any kind or nature, provided that there are sufficient adequate insurance proceeds available to repair Lessee for such damagepurposes under the policies of insurance required by this Lease, then Landlord or there would have been adequate insurance proceeds available to Lessee if Lessee carried the policies of insurance required by this Lease, Lessee shall proceed with reasonable diligence to restore rebuild the Premises same to substantially the condition which existed prior to the such damage or destruction and this Lease shall not terminatecontinue in full force and effect. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if If there are insufficient not adequate insurance proceeds available to repair such damage (provided Landlord maintains Lessee under the policies of insurance coverage required by subparagraph 4.14.2this Lease, below)and there would not have been adequate insurance proceeds available to Lessee if Lessee carried the policies of insurance required by this Lease, Landlord then Lessee may elect in its sole discretion exercised in good faith within ninety (90) days of such casualty by written notice to either: Lessor, to either (a) terminate rebuild the same to substantially the condition which existed prior to such damage or destruction (or with such modifications as are reasonably approved by Lessor) in which event this Lease shall continue in full force and effect and Lessee shall pay any cost of rebuilding the Improvements not covered by such policies of insurance, or (b) restore provided Lessee is not then in default hereunder beyond any curative period provided herein, remove all improvements from the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shallLand, at its sole Lessee’s cost and expense, restore in which event this Lease shall terminate effective as of the Premises with reasonable diligence to substantially date of the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration removal of such restorationimprovements and delivery of the Property to Lessor in accordance with the terms of this Lease. Failure All insurance money paid on account of such damage or destruction of the Property under the policies of insurance provided for in Section 5.01(a) above (herein sometimes referred to so elect as the "Casualty Insurance Proceeds") shall, unless an Event of Default by Lessee then exists hereunder, be available for the payment of the costs of rebuilding or removing the improvements, including temporary repairs for the protection of other property, to the extent such Casualty Insurance Proceeds shall be deemed Landlord’s decision not sufficient for such purpose and, unless an Event of Default by Lessee then exists hereunder, Lessor shall have no claim thereto; provided, however, should Lessee elect to restore. Base Rent remove all improvements from the Land and Additional Rent terminate this Lease as permitted above, all such insurance proceeds attributable to the improvements that are in excess of the cost of removing the improvements shall be reduced during paid to Lessor. Notwithstanding the period foregoing, there shall be a reasonable and equitable abatement of Landlord’s Rent for any period(s) in which Lessee is not reasonably able to operate its business from the Property due to casualty and/or restoration of the Premises in proportion to efforts for the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except Property that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction perioduntenantable.

Damage or Destruction. 4.9.1 If 22.1 In the event of damage to or destruction of all or any portion of the Project or the Premises are damaged or the improvements and fixtures thereon (collectively, “improvements”) arising from a risk covered by firethe insurance described in Section 21.2, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall within a reasonable time commence and proceed with reasonable diligence diligently to repair, reconstruct and restore (collectively, “restore”) the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises improvements to substantially the same condition as they were in immediately prior to the casualty. Tenant shall be responsible for its Pro Rata Share of insurance deductibles and for all costs of restoration in excess of insurance proceeds as Operating Expenses pursuant to the provisions of Article 7, provided, however, that any such costs which existed would be deemed of a “capital” nature under generally accepted accounting principles shall be amortized over the useful life of the repair or replacement as determined under Internal Revenue Service guidelines, and Tenant shall pay only that portion of the costs which are amortized over the balance of the term, payable at the time the costs are incurred to the extent Tenant’s share of the costs are less than $1.75 per square foot of Rentable Area of the Premises, with the balance payable on a monthly basis during the Tender Date and balance of the term. In no event shall Tenant be liable for costs of restoration to the extent the inadequacy of insurance proceeds is due to Landlord’s failure to carry the insurance required to be carried by Landlord pursuant to the terms of this Lease will continueLease. 4.9.2 If 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance required to be carried by Landlord elects pursuant to Section 21.2, Landlord may elect at its cost to restore the Premises under subparagraph 4.9.1 aboveimprovements, then in which event Landlord shall, at its sole cost within a reasonable time, commence and expense, proceed diligently to restore the Premises with reasonable diligence improvements to substantially the same condition existing on as they were in immediately prior to the Tender Datecasualty. In the event Landlord elects not to restore the improvements, this Lease shall terminate as of the date of the damage or destruction unless Tenant elects to pay the full cost of restoration. 22.3 In the event the improvements are restored pursuant to Section 22.1 or Section 22.2, this Lease shall continue in full force and effect, notwithstanding such damage or destruction; provided provided, however, that if the damage or destruction (i) occurs during the last year of the term and the expense of restoration exceeds $500,000, or (ii) occurs at any other time and the expense of restoration (after application of insurance proceeds) exceeds $1,000,000, Landlord may at its election terminate the Lease unless Tenant elects to pay the full cost of restoration. 22.4 In satisfying its obligations under this Article 22, Landlord shall be not be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which consent will not be unreasonably withheld or delayed, Landlord may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.5 In the event of damage, destruction and/or restoration as herein provided, Tenant shall not be obligated entitled to restore any compensation or damages occasioned by any such damage, destruction or restoration, but Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not entitled to restore. Base Rent and Additional Rent shall be reduced during the period an equitable abatement of Landlord’s restoration of the Premises rent in proportion to the portion extent the Premises are not usable by Tenant. Notwithstanding the foregoing, in the event restoration cannot reasonably be completed within six (6) months following the damage or destruction as estimated by Landlord’s architect, Landlord will give notice thereof to Tenant within fifteen (15) days following such damage or destruction, and Tenant at its election may by written notice to Landlord terminate this Lease. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the Premises which is not usable improvements after the occurrence of such damage or destruction by reason of acts of God, war, terrorism, government restrictions, inability to procure the necessary labor or materials, strikes, or other causes beyond the control of Landlord (but excluding economic conditions or accessible) by Tenant financial inability to perform), the time for Landlord to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.7 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company for the insurance carried by Landlord. 22.8 Tenant waives the provisions of Civil Code Section 1932(2) and is not being used by Tenant (except 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties’ rights and obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 If Within sixty (60) days after the Premises are damaged by firedate Landlord learns of the necessity for repairs as a result of damage, earthquake or other casualty Landlord shall notify Tenant (the “CasualtyDamage Repair Estimate”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge reasonable estimated assessment of the period of time in which the repairs will be completed. If the Project is damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the damage shall be repaired by Landlord to the extent such insurance proceeds are available therefor and provided the Damage Report Estimate indicates that repairs can be completed within two hundred seventy (270) days after the necessity for repairs as a result of such damage becomes known to Landlord, without the payment of overtime or other premiums, and until such repairs are completed rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business (but there shall be no abatement of rent by reason of any portion of the Premises being unusable for a period equal to one (1) day or less). Upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Section 14(a)(ii)(A) above; provided, however, that if the cost of repair of Improvements and Alterations within the Premises by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as so assigned by Tenant, such excess costs shall be paid by Tenant to Landlord prior to Landlord’s repair of such damage. However, Landlord shall have no right to any insurance proceeds payable with respect to Tenant’s personal property, furniture, trade fixtures or equipment. If the Damage Repair Estimate indicates that repairs cannot be completed within two hundred seventy (270) that days after the necessity for repairs as a result of such damage can be repaired becomes known to Landlord without the payment of overtime or other premiums, Landlord may, at its option, either (i) make such repairs in a manner necessary to cause it to reasonable time and in such event this Lease shall continue in effect and the rent shall be abated, if at all, in the same condition as it was on the Tender Date manner provided in this Article 16, or (ii) elect not to effect such repairs and instead terminate this Lease, by notifying Tenant in writing of such termination within one hundred-eighty sixty (18060) days after Landlord becomes aware learns of such damage and provided that there are sufficient insurance proceeds available to repair such the necessity for repairs as a result of damage, then Landlord shall proceed with reasonable diligence such notice to restore include a termination date giving Tenant sixty (60) days to vacate the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatePremises. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)In addition, Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease if the Project shall be damaged to any substantial extent, whether or (b) restore not the Premises are affected, if the damage is attributable to substantially a cause not covered by Landlord’s insurance policies provided that Landlord maintained the same condition which existed on the Tender Date and insurance it was required to maintain pursuant to Section 14(c) above. However, if Landlord does not elect to terminate this Lease will continue. 4.9.2 If pursuant to Landlord’s termination right as provided above and if the Damage Repair Estimate indicates that repairs cannot be completed within two hundred seventy (270) days after being commenced and if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant’s employees, agents or contractors, Tenant may elect, not later than thirty (30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord elects to restore effective as of the date specified in Tenant’s notice. Finally, if the Premises under subparagraph 4.9.1 aboveor the Project is damaged to any substantial extent during the last twelve (12) months of the Term, and if Tenant does not exercise an available Option to extend the Term, then notwithstanding anything contained in this Article 16 to the contrary, Landlord shall, at its sole cost and expense, restore shall have the option to terminate this Lease by giving written notice to Tenant of the exercise of such option within sixty (60) days after Landlord learns of the necessity for repairs as the result of such damage. In the event that the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Lease Term and if such damage shall take longer than sixty (60) days to repair and if such damage is not the result of the negligence or willful misconduct or Tenant or Tenant’s agents, employees or contractors, then notwithstanding anything in this Article 16 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as a result of such damage. A total destruction of the Project shall automatically terminate this Lease. Except as provided in this Article 16, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with reasonable diligence Tenant’s business or property arising from such damage or destruction or the making of any repairs, alterations or improvements in or to substantially any portion of the same condition existing Project or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant understands that Landlord will not carry insurance of any kind on the Tender Date; provided Tenant’s furniture, furnishings, trade fixtures or equipment, and that Landlord shall not be obligated to restore repair any damage thereto or replace the same. Tenant Improvements and acknowledges that Tenant Alterations installed shall have no right to any proceeds of insurance carried by Tenant Landlord relating to property damage. With respect to any damage which Landlord is obligated to repair or elects to repair, Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty material inducement to Landlord entering into this Lease, irrevocably waives and is not being used by Tenant (except that releases any rights under law to terminate this Lease in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodcasualty.

Damage or Destruction. 4.9.1 (a) If the Premises are or any portion of the Building or Center Common Areas necessary for Tenant’s use and occupancy of the Premises is damaged by fireor destroyed in whole or in any substantial part during the term of this Lease, earthquake or other casualty Landlord shall obtain from Landlord’s architect, as soon as practicable (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed and in all events within forty-five (45) calendar days of Landlord’s actual knowledge of such damagedays) that following the damage or destruction, (i) the architect’s reasonable, good faith estimate of the time within which repair and restoration of the Premises, Building and Center Common Areas (if applicable) can reasonably be repaired in a manner expected to be completed to the extent necessary to cause it enable Tenant to be resume its full business operations in the same condition Premises without material impairment and (ii) the architect’s reasonable, good faith opinion as it was on to whether repair and restoration to that extent will be permitted under applicable governmental laws, regulations and building codes then in effect (collectively, the Tender Date “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 giving written notice to the other party within one hundred-eighty thirty (18030) days after Landlord becomes aware the date of such damage and provided that there are sufficient insurance proceeds available to repair such damagethe occurrence or fifteen (15) days after delivery of the Architect’s Estimate, then whichever is later. In addition, Landlord shall proceed with reasonable diligence 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 and Building 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. 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 (x) Landlord, as to the Center Common Areas and as to the shell of the Building and the alterations, additions and improvements that Landlord is required to insure (or actually insures) under Sections 10.1(c) and (d) above, and (y) Tenant, as to the alterations, additions and improvements (if any) that Tenant is required to insure under Section 10.1(e) above, shall respectively commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, the repair and restoration of such respective portions of the Property and Premises to a condition substantially the condition comparable to that which existed immediately prior to the damage or destruction; provided, however, that Tenant in its discretion may elect not to repair, rebuild or replace any or all of the items which would otherwise be Tenant’s responsibility under clause (y) of this sentence to the extent such items were constructed or installed at Tenant’s sole expense and without any payment or reimbursement by Landlord. (b) If this Lease shall not terminate. Ifis 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), in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, belowd) and/or (e), Landlord may elect and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between Landlord and Tenant in its sole discretion exercised 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. (c) From and after the date of an occurrence resulting in good faith damage to either: (a) terminate this Lease or (b) restore destruction of the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or of Center Common Areas necessary for Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice use and occupancy of its election to restore the Premises, which notice shall also specify and continuing until repair and restoration thereof are completed to the expected duration extent necessary to enable Tenant to resume operation of such restoration. Failure to so elect its business in the Premises without material impairment, there shall be deemed Landlordan equitable abatement of minimum rental and of Tenant’s decision not Operating Cost Share of Operating Expenses based upon the degree to restore. Base Rent and Additional Rent shall be reduced during the period of Landlordwhich Tenant’s restoration of ability to conduct its business in the Premises in proportion to is impaired. (d) Each party expressly waives the portion provisions of California Civil Code Sections 1932(2), 1933(4) and any other applicable existing or future law permitting the Premises which is not usable (or accessible) by Tenant as termination of a result of such casualty and is not being used by Tenant (except that lease agreement in the event that the portion of damage to or destruction of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in leased property, it being the balance intention of the Premises parties that their respective rights in the manner it had been conducted prior to the Casualty Date, then all Rent such circumstances shall be fully abated) until governed solely by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Article 13.

Damage or Destruction. 4.9.1 19.01. If the Building or the Premises are or any of the Building systems servicing the Premises shall be partially or totally damaged or destroyed by fire, earthquake fire or other casualty or if as a result of any fire or casualty, access to the Premises or the Building is denied or unreasonably interfered with (the “Casualty”and if this Lease shall not be terminated as in this Article 19 hereinafter provided). Tenant shall give , (a) Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of shall, at Landlord’s actual knowledge of such damage) that expense, diligently repair the damage can be repaired in a manner necessary to cause it and restore and rebuild the Building and the Premises (excluding Tenant’s Alterations, including without limitation for these purposes, any alterations or improvements by the Tenant first named herein and/or its affiliates under prior leases with respect to be in the same condition as it was on Premises, Specialty Alterations, and all improvements and betterments and the Tender Date within one hundred-eighty (180property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence dispatch after notice to restore it of the Premises damage or destruction, to substantially the condition which existed immediately prior thereto, and (b) Tenant shall, at Tenant’s expense, repair the damage to and restore and repair Tenant’s Alterations (including without limitation for these purposes, any alterations or improvements by the Tenant first named herein and/or its affiliates under prior leases with respect to the Premises, Specialty Alterations and all improvements and betterments, and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with reasonable dispatch after such damage or destruction. Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. The proceeds of policies providing coverage for Tenant’s Alterations, improvements and betterments that were obtained by Tenant at Tenant’s expense in accordance with Section 9.03 hereof, shall be paid to Tenant and the proceeds of any insurance policies obtained at Landlord’s expense (including those in effect during the last two (2) years of the term of this Lease) that cover Tenant’s Alterations, improvements or betterments shall be paid to Landlord. In the event that during the final two (2) years of the term of this Lease, notwithstanding the occurrence of an event as described in subsection 19.03(c) hereof, this Lease is not terminated by Landlord or Tenant, Landlord shall apply any proceeds received from any insurance policies covering the Tenant’s Alterations, improvements and betterments strictly for the replacement of such Alterations, improvements or betterments. 19.02. If all or part of the Premises or any of the Building systems servicing the Premises shall be damaged or destroyed or rendered completely or partially unusable for the normal conduct of Tenant’s business on account of fire or other casualty or if as a result of any fire or casualty, access to the Premises or the Building is denied or unreasonably interfered with, the Fixed Rent and the Additional Charges under Article 3 and any charges payable pursuant to Section 15.04(c) (to the extent Tenant’s usage of the condenser water is reduced) hereof shall be abated in the proportion that the unusable 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 date that Landlord substantially completes its repair and restoration of the Premises and access thereto and the systems serving the Premises or, if Tenant has relocated its business elsewhere and is required hereunder to perform substantial work to repair and restore it improvements, betterments, etc., then to the date that is ninety (90) days after Landlord substantially completes its repair and restoration of the Premises and access thereto and the systems serving the Premises or to such earlier date on which Tenant resumes occupancy of the Premises for the conduct of its business. Should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of its business during the period the repair work is taking place, 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. (a) If (i) the Building shall be totally damaged or destroyed by fire or other casualty, or if the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Premises are damaged or destroyed) that its repair or restoration requires (x) more than twelve (12) months (as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord from persons unaffiliated (i.e., not owned nor controlled by) with Landlord, such person being hereinafter referred to as the “Expert”) or (y) the expenditure of more than fifty (50%) percent of the full insurable value of the Building immediately prior to the damage casualty and provided that, in connection with the latter case only (i.e., a termination sought by Landlord on the basis described in clause (y) above) Landlord does or will, in connection therewith such casualty, terminate leases covering at least seventy-five (75%) percent of the rentable area of the Building then occupied by tenants (including Tenant) or (ii) if the Premises shall be totally or substantially (i.e., for this purpose, more than fifty (50%) percent) damaged or destroyed (as estimated by the Expert), then in any such case Landlord may terminate this Lease by giving Tenant notice to such effect within sixty (60) days after the date of the casualty. If such notice of termination is given, the term of this Lease shall not terminateexpire thirty (30) days after date of notice. IfUpon termination, Tenants liability under this Lease, including, without limitation, Tenant’s liability for Fixed Rent and Additional Charges, shall cease and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be promptly refunded. (b) In the event of an occurrence as set forth in LandlordSection 19.02 hereof, ninety (90) days after damage or destruction to the Building and/or the Premises, Landlord shall deliver to Tenant a statement prepared by the Expert setting forth such Expert’s estimation, estimate (hereinafter the damage cannot be repaired within such 180 day period, “Initial Estimate”) as to the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available time required for Landlord to perform the work (hereinafter the “Restoration Work”) it is required to perform to repair such damage to the Building and/or the Premises. If the estimated period exceeds fourteen (provided Landlord maintains 14) months from the insurance coverage required by subparagraph 4.14.2date of the casualty, below), Landlord Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, then, the term of this Lease shall expire upon the expiration of such thirty (30) day period after notice of such election is given to Landlord. If Tenant elects not to terminate this Lease and if Landlord has not substantially completed the Restoration Work within the fourteen (14) month period originally estimated by Landlord, 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. Furthermore, in its sole discretion exercised the event of an occurrence as described in good faith Section 19.02, and provided that following receipt of the Initial Estimate given by the Expert, Tenant shall not be permitted or shall have elected not to either: (a) terminate this Lease or shall be deemed to have elected not to terminate this Lease, Tenant may, from time to time (bbut in no event more often than once in any sixty (60) restore day period) request from Landlord that Landlord deliver to Tenant updated estimates with respect to the anticipated substantial completion date of the Restoration Work or Landlord, at Landlord’s initiative, may send to Tenant such updated estimates not more often than once in any sixty (60) day period (each of such updated estimates being hereinafter called a “Revised Estimate”). If Tenant, pursuant to its request or at Landlord’s initiative, shall at any time following the Initial Estimate receive a Revised Estimate as described above which shall set forth an anticipated substantial completion date for the Restoration Work that is later than all of the following: (x) the date that is fourteen (14) months from the date of the occurrence of the casualty, (y) the date set forth by the Contractor in the Initial Estimate and (z) the date or dates for the substantial completion of the Restoration Work heretofore estimated and set forth in any Revised Estimate that Tenant shall have received to date (such a Revised Estimate being hereinafter called a “Materially Revised Estimate”), then Tenant shall have a further right to terminate this Lease upon written notice to Landlord given no later than thirty (30) days following Tenant’s receipt of such a Materially Revised Estimate and such election shall be effective thirty (30) days following the date Landlord receives such notice. The fact that Tenant shall not have exercised its right of termination as herein described with respect to any Materially Revised Estimate previously received by Tenant, shall not preclude Tenant from exercising such right on a future date in connection with any subsequent Materially Revised Estimate Tenant shall receive. Notwithstanding anything to the contrary contained herein, in no event shall any Materially Revised Estimate sent to Tenant at Landlord’s own initiative which shall set forth a substantial completion date for the Restoration Work that is later than both the Initial Estimate and any other date previously received by Tenant in any Revised Estimate, have the effect of delaying Tenant’s ability to terminate this Lease, unless Landlord shall include, together with the Materially Revised Estimate, a notice referring to this subsection 19.03(b) and advising Tenant of the consequences to Tenant if Tenant shall fail to exercise the termination right to which Tenant is then entitled during the thirty (30) day period in effect following Tenant’s receipt of such Materially Revised Estimate. If, notwithstanding any of the foregoing, Tenant shall not have elected to terminate this Lease in connection with its receipt of a Materially Revised Estimate or if Tenant shall, in fact, not have received any such Materially Revised Estimate, Tenant shall have the further right to terminate this Lease if the Restoration Work is not substantially completed by or before the date (herein the “Outside Date”) that is the later of: (x) the date set forth in the Initial Estimate or (y) the latest date set forth for the substantial completion of such Restoration Work in any Revised Estimate received by Tenant prior to the substantial completion of the Restoration Work; provided such date is at least fourteen (14) months following the date of the casualty. Tenant’s termination right as described in the previous sentence shall be exercised by Tenant’s giving to Landlord a written notice to such effect within the thirty (30) day period following the Outside Date and such termination shall be effective as of the expiration of such 30 day period following the Outside Date. (c) In the event the Premises to shall be totally or substantially (i.e., for this purpose, more than thirty (30%) percent) damaged or destroyed (as estimated by the same condition which existed on Expert) during the Tender Date and last two (2) years of the term of this Lease, then, notwithstanding anything contained in this Lease will continueto the contrary, either Landlord or Tenant may elect to terminate this Lease by notice given to the other party to such effect within thirty (30) days following such casualty and, in either instance, Tenant shall not be entitled to any insurance proceeds under Landlord’s policies covering Tenant’s Alterations, improvements and betterments. 4.9.2 If Landlord elects (d) Upon the effective date of any termination notice given by Tenant pursuant to restore subsection 19.03(b) or 19.03(c) above, Tenant’s liability under this Lease, including, without limitation, Tenant’s liability for Fixed Rent and Additional Charges, shall cease and any prepaid portions of Fixed Rent and Additional Charges for any period after such effective date shall be promptly refunded, and Tenant shall vacate the Premises under subparagraph 4.9.1 aboveand surrender same to Landlord in the manner set forth in Article 21 hereof. 19.04. Except as set forth above in subsection 19.03(b) and 19.03(c), then Tenant shall not be entitled to terminate this Lease and Landlord shallshall have no liability to Tenant for inconvenience, at its sole cost and expense, restore 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 make such repair or restoration reasonably promptly and in such manner as not unreasonably to interfere with reasonable diligence to substantially Tenant’s use and occupancy of the same condition existing on the Tender Date; provided that Premises, but Landlord shall not be obligated required to restore Tenant Improvements and Tenant Alterations installed do such repair or restoration work on an overtime or premium pay basis except under the circumstances contemplated by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice clause (ii) of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessiblesubsection 13.01(b) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodhereof.

Damage or Destruction. 4.9.1 If Section 9.1. The Lessee covenants and agrees that in case of damage to or destruction of the Premises are damaged by fire, earthquake fire or other casualty (casualty, the “Casualty”). Tenant shall Lessee will promptly give Landlord prompt written notice thereofthereof to Lessor, and the Lessor, at the Lessor's expense, will repair, and rebuild the same as nearly as possible to the condition the Premises were in immediately prior to such damage or destruction. Section 9.2. If Landlord estimates (such estimate At the time of any damage to be performed within forty-five (45) calendar days or destruction of Landlord’s actual knowledge the Premises as a result of which the Lessee shall become entitled to payment under any policy or policies of rent or use and occupancy insurance, the Lessee, provided Lessor has not terminated this Lease pursuant to Section 9.3, shall assign to the Lessor all of the Lessee's right, title and interest in and to the proceeds of such damage) that policy or policies, and the damage can Lessee shall be repaired in a manner necessary entitled to cause it an abatement of the basic rent and of any charges payable by the Lessee under Article III or IV to be in the same condition extent of the amount received by the Lessor as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware proceeds of such damage and provided that there are sufficient insurance policy or policies. The Lessor shall apply the proceeds available to repair of such damageinsurance, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage extent available and this Lease shall not terminate. If, in Landlord’s estimation, such order of priority as the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect Lessor in its sole discretion exercised in good faith may determine, to either: (a) terminate this Lease or (b) restore the Premises to substantially payment of the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during basic rent for the period required for reconstruction, impositions becoming due during such period, and insurance premiums. Upon the completion of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty all repair, restoration, and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises rebuilding in the manner it had been conducted prior required by Section 9.1, and provided the Lessee is not in default under any provision of this Lease, the Lessor will pay over the Lessee any proceeds of such insurance received by the Lessor and not applied under the provisions of this Section. The Lessee hereby waives the provisions of any law now or hereafter in effect which would relieve the Lessee from an obligation to pay rent or additional rent under this Lease, except to the Casualty Dateextent provided by this Section. Section 9.3. Anything in Section 9.1 to the contrary notwithstanding, then all Rent if the Premises or Building shall be fully abated) until substantially damaged or destroyed by fire or otherwise, the Lessor shall have the option of terminating this Lease as of the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal damage or destruction by written notice to the applicable deductible under Landlord’s insurance policy. Tenant agrees Lessee given within thirty (30) days after such damage or destruction, in which event Lessor shall make a proportionate refund to look to the provider Lessee of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodsuch rent as may have been paid in advance.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). casualty, Tenant shall give Landlord prompt immediate written notice thereof(a “Casualty Notice”) thereof to Landlord. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in accordance with the same condition as it was on the Tender Date then-existing Governmental Requirements within one hundred-eighty —twenty (180120) days Business Days after Landlord becomes aware is notified by Tenant of such damage and provided that if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event 120 Business Day period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore restores the Premises under subparagraph 4.9.1 abovethis paragraph, then Landlord shallshall use commercially reasonable efforts to proceed toward completion of the restoration and (1) at Landlord’s option, at its sole cost the Lease Term shall be extended for the time required to complete such restoration, (2) Tenant shall pay to Landlord, upon demand, Tenant’s Pro Rata Share of any applicable deductible amount specified under Landlord’s insurance and expense(3) notwithstanding anything to the contrary contained herein, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated required to repair or restore any Specialty Tenant Improvements and Improvements, Tenant Alterations installed (including Telecommunication Facilities), or any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage and was not owned by Tenant Landlord. In the case of damage to the Premises or the Building which is of a nature or extent that (a) such damage materially interferes with Tenant’s furnitureaccess to or use of a portion but not all of the Premises (such portion being referred to herein as the “Materially Affected Premises”), fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent otherwise payable hereunder shall be reduced during abated by the percentage that the rentable area of the Materially Affected Premises bears to the total rentable area of the Premises, for the period of Landlord’s restoration beginning on the date of the Premises in proportion Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Materially Affected Premises and (ii) the date that Tenant uses any portion of the Materially Affected Premises for the conduct of its business, or (b) such damage materially interferes with Tenant’s access to or use of the entire Premises, all Base Rent and Additional Rent otherwise payable hereunder shall be abated for the period beginning on the date of the Casualty Notice and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and (ii) the date that Tenant uses any portion of the Premises which is not usable (or accessible) by Tenant as a result for the conduct of such casualty its business. Except for the abatement of Base Rent and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior Additional Rent if and to the Casualty Dateextent provided herein, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. Notwithstanding the foregoing, if the Premises have not been restored to the condition required by Landlord hereunder on or before the date which is twelve (12) months after Landlord’s receipt of the Casualty Notice (which date in shall be extended one day for each day of delay caused by any act or omission of Tenant and for events of Force Majeure as contemplated in Paragraph 6.8 hereof), then Tenant shall have the right to cancel this Lease upon not less than thirty (30) days prior written notice given to the Landlord within ten (10) Business Days after the expiration of such period (time being of the essence), provided such cancellation shall be void and this Lease shall continue in full force and effect in the event that substantial completion of the Premises is achieved within such thirty (30) day period (which date shall be extended one day for each day of delay caused by any act or omission of Tenant and for events of Force Majeure as contemplated in Paragraph 6.8 hereof). 4.9.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within forty (40) Business Days after the occurrence of such damage if Landlord is also terminating the leases of other tenants in the Building who are similarly situated to Tenant. Such notice shall be effective thirty (30) Business Days after receipt by Tenant unless a later date is set forth in Landlord’s notice. 4.9.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness or if the insurance proceeds are otherwise inadequate to complete the repair of the damages to the Premises, the Building or both, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after Landlord is notified of such requirement. 4.9.4 Notwithstanding the foregoing, if the Premises or the Building are wholly or partially damaged or destroyed within the final six (6) months of the Term, to such an extent that the cost of restoration would exceed fifty percent (50%) of the replacement cost of the Premises and/or the Building in its or their entirety at the time such damage or destruction occurs, Landlord may, at its option, elect to terminate this Lease upon written notice to Tenant within forty (40) Business Days following such damage or destruction. Further, notwithstanding the foregoing, if the Premises are wholly or partially damaged or destroyed within the final six (6) months of the Lease Term to such an extent that the cost of restoration would exceed fifty percent (50%) of the replacement cost of the Premises in its entirety at the time such damage or destruction occurs and Landlord estimates that less than three (3) months will remain in the Lease Term on the date by which Landlord estimates completion of its restoration work, then Tenant also may terminate this Lease upon written notice to Landlord within thirty (30) days following such damage or destruction.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises are damaged provisions of subsection (b) below, Buyer shall be bound to purchase the Property for the Purchase Price as required by fire, earthquake the terms of this Agreement without regard to the occurrence during the Contract Period of any damage to or other casualty destruction of the Improvements (the “Casualty”"Contract Period Damage"). Tenant Buyer shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired receive a credit in a manner necessary to cause it to be escrow in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware amount of such damage and provided that there are sufficient any insurance proceeds available to repair (net of reasonable costs incurred in securing such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed proceeds) collected by Seller prior to the damage and this Lease Closing Date as a result of any Contract Period Damage to the Property pursuant to subsection (c) below. Seller promptly shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within deliver to Buyer any such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains as shall be collected by Seller following the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or Closing Date. (b) restore Notwithstanding the Premises foregoing, if the cost of repair, replacement or restoration of the Improvements at any affected Location attributable to any Contract Period Damage exceeds twenty percent (20%) of the Purchase Price allocated to the affected Location as determined by the insurer of such Improvements, then Buyer, by written notice (the "Postponement Notice") given to Seller as soon as practicable and prior to the Closing Date, may elect to postpone the Closing Date with respect to such Location until the Improvements at such Location have been repaired, replaced or restored by the tenant therein, or at Seller's sole option by Seller, to substantially their condition prior to the same condition Contract Period Damage. Concurrently with the delivery of the Postponement Notice, Buyer shall deposit $25,000 in escrow as an additional ▇▇▇▇▇▇▇ money deposit with respect to such affected Location (the "Affected Location Additional Deposit"), which existed on deposit shall be subject to the Tender Date provisions of Article 6 hereof. Escrow with respect to the affected Location shall close promptly within thirty (30) days of Seller's written notice to Buyer of the completion of the repair, replacement or restoration of the Contract Period Damage. In the event such Contract Period Damage is not repaired, replaced, or restored, as the case may be, within one (1) year of Seller's receipt of Buyer's Postponement Notice, Seller or Buyer may elect to terminate this Agreement as it pertains to such affected Location and this Lease will continuethe entire amount of the Affected Location Additional Deposit shall be immediately refunded to Buyer. 4.9.2 If Landlord elects to restore (c) Upon the Premises under subparagraph 4.9.1 aboveoccurrence of any Contract Period Damage, then Landlord shallSeller may, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord but shall not be obligated to, use any insurance proceeds collected with respect to such Contract Period Damage to repair, replace or restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipmentthe Property at the affected Location to the extent reasonably feasible prior to the Closing Date. Landlord shall promptly provide Tenant with written notice of its Seller's election to restore commence the Premisesrepair, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s replacement or restoration of the Premises Property at the affected Location shall in proportion no way imply that Seller has made any representation or warranty with respect to any work performed in connection with such repair, replacement or restoration ("Seller's Repairs"). (d) Notwithstanding anything in this Agreement to the portion of contrary, the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees be credited or delivered to look Buyer pursuant to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant AlterationsSection 7.1(a), if any, and for shall exclude business interruption or rental loss insurance proceeds, if any, allocable to the loss of Tenant’s use of period through the Premises and any other related losses or damages incurred Closing Date, which proceeds shall be retained by Tenant during any reconstruction periodSeller.

Damage or Destruction. 4.9.1 If In the Premises are event the Project or any part thereof is damaged or destroyed by fire, earthquake explosion or other casualty (casualty, except as otherwise provided below in this Article 7, Tenant shall repair, restore or rebuild with due diligence the “Casualty”)damaged portion of the Project. Said damage and destruction shall not affect in any way the obligation of Tenant to pay Rent or release Tenant of or from any obligation imposed on Tenant under this Lease. Tenant shall give Landlord prompt written notice commence the repair, restoration or rebuilding of the Project as soon as is reasonably practicable after such damage or destruction occurs and shall complete such repair, restoration or rebuilding as promptly as is reasonably possible in order to comply with its obligations under the ESA, and shall in the course thereof comply with the terms of the Development Agreement and with Section 5.2 hereof, provided that Tenant may make such revisions and changes to the Tenant's Work as Tenant deems appropriate under the circumstances, after obtaining Landlord's prior approval, which shall not be unreasonably withheld or delayed, to such revisions and changes; provided, however, that any such changes are made in accordance with the terms of the Development Agreement during the term thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days In the event that the net proceeds of Landlord’s actual knowledge insurance payable in respect of such damage) that casualty is not sufficient to fully restore the damage can be repaired in a manner necessary to cause it to be in damaged portion of the same condition as it was on the Tender Date within one hundred-eighty Project (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available such shortfall is not attributable to repair such damage, then Landlord shall proceed with reasonable diligence any failure by Tenant to restore maintain the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the property / casualty insurance coverage required by subparagraph 4.14.2, belowthis Lease), Landlord may elect such that Tenant shall have to provide additional funds in order to comply with its sole discretion exercised in good faith to either: (a) terminate obligations under this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 aboveArticle 7, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially "Investment in Northwind Facilities" under the same condition existing on ESA shall be increased by the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration amount of such restoration. Failure additional funds in excess of net proceeds of insurance and Landlord's obligation to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced pay the Contract Capacity Charge under the ESA during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises term thereof then in the manner it had been conducted prior to the Casualty Date, then all Rent effect shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodmodified in accordance therewith.

Damage or Destruction. 4.9.1 16.01 If the Premises is damaged or destroyed by fire or other casualty, Lessee will immediately give written notice to Lessor of the casualty. Lessor will have the right to terminate this Lease following a casualty if any of the following occur by giving notice to Lessee within sixty (60) days of the casualty: (i) insurance proceeds actually paid to Lessor and available for use are not sufficient to pay the full cost to fully repair the damage; (ii) Lessor determines that the Premises or the Building cannot be fully repaired within 180 days; (iii) the Premises are damaged by fireor destroyed within the last twelve (12) months of the Lease Term; (iv) Lessee is in Default of this Lease at the time of the casualty; (v) Lessor would be required under this Lease to ▇▇▇▇▇ or reduce Lessee’s rent for a period in excess of six (6) months if the repairs were undertaken; or (vi) the Project, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereofBuilding 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 estimates (such estimate Lessor elects to terminate this Lease, Lessor will be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary entitled to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient retain all applicable Lessee insurance proceeds available excepting those attributable to Lessee’s furniture, fixtures, equipment, and any other personal property. 16.02 If this Lease is not terminated pursuant to Paragraph 16.01, Lessor will repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatecontinue. If, in Landlord’s estimation, the damage cannot The repair obligation of Lessor shall be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available limited to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore of the Premises to substantially the same condition which existed on the Tender Date excluding any Lessee Improvements, Lessee Alterations, and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost any personal property and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, trade fixtures or equipmentof Lessee. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during During the period of Landlord’s restoration of the Premises repair, rent will be abated or reduced in proportion to the portion of the Premises degree to which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of TenantLessee’s use of the Premises and is impaired, as determined by Lessor, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Lessee’s Premises, Lessor has received. However, rent will not be abated if Lessee or any other related losses or damages incurred by Tenant during any reconstruction periodof its agents is the cause of the casualty.

Damage or Destruction. 4.9.1 22.1 In the event of any casualty damage which affects the Premises or the Building outside the boundaries of the Premises, Landlord will, within sixty (60) days following the date of the damage, deliver to Tenant an estimate of the time necessary to repair the damage in question such that the Premises may be used by and accessible to Tenant and the Building and Common Areas operable as a first-class office building; such notice will be based upon the review and opinions of Landlord’s architect and contractor (“Landlord’s Repair Notice”). If the damage is covered under insurance pursuant to the provisions of the foregoing Paragraph 21 (or any other insurance Landlord may then be carrying), Landlord shall restore such damage provided that: (i) the insurance proceeds, plus the amount of any deductible (the payment of which shall be Tenant’s responsibility), are sufficient to pay all of the cost of restoration without the necessity of Landlord paying any additional cost of such repairs; and (ii) in the reasonable judgment of Landlord, the restoration can be completed within two hundred seventy (270) days after the date of the damage or casualty under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction. If such conditions apply so as to require Landlord to restore such damage pursuant to this Paragraph, this Lease shall continue in full force and effect, subject to Tenant’s rights as described below, unless otherwise agreed to in writing by Landlord and Tenant. Tenant shall be entitled to a proportionate reduction of Monthly Basic Rent at all times during which Tenant’s use of the Premises is interrupted, such proportionate reduction to be based on the extent to which the damage and restoration efforts actually interfere with Tenant’s access to or use of business in the Premises (which Landlord expressly acknowledges may be a circumstance in which the Premises are not damaged but the Building Systems are substantially damaged so as to render the Premises unusable or inaccessible to Tenant). Tenant’s right to a reduction of rent hereunder shall be Tenant’s sole and exclusive remedy in connection with any such damage. 22.2 In the event that the Building is damaged by firea casualty, earthquake and Landlord is not required to restore such damage in accordance with the provisions of the immediately preceding Paragraph, Landlord shall have the option to either (i) repair or other casualty restore such damage, with the Lease continuing in full force and effect (the “Casualty”subject to Tenant’s rights as described below). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate , but Monthly Basic Rent to be performed proportionately abated as provided above; or (ii) give notice to Tenant at any time within forty-five (45) calendar days after the occurrence of such damage terminating this Lease as of a date to be specified in such notice which date shall not be less than thirty (30) nor more than sixty (60) days after the date on which such notice of termination is given. In the event of the giving of such notice of termination, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such notice and the Monthly Basic Rent, reduced by any proportionate reduction in Monthly Basic Rent as provided for above, shall be paid to the date of such termination. Notwithstanding the foregoing, if Landlord elects to terminate this Lease pursuant to this Paragraph, if within thirty (30) days after receipt of Landlord’s actual knowledge notice Tenant elects to provide the funds necessary to make up the shortage (or absence) of such damage) insurance proceeds and provides Landlord with reasonable assurance thereof, Landlord shall restore the Building as provided in this Paragraph provided that the damage can be repaired in a manner necessary Building is reasonably subject to cause it to be in the same condition as it was on the Tender Date restoration within one hundred-hundred eighty (180) days after Landlord becomes aware following the date on which the casualty occurs. 22.3 If the Premises are damaged by fire or other casualty and are rendered not reasonably usable for Tenant’s business purposes thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if, pursuant to Landlord’s Repair Notice, the restoration shall not be substantially completed on or before the date which is nine (9) months following the date of such damage and provided that there are sufficient insurance proceeds available or destruction, Tenant shall have the right to repair such damageterminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of Landlord’s Repair Notice. If Tenant gives a Termination Notice, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. Ifbe deemed cancelled and terminated as of the date of the damage, in Landlord’s estimationand Rent shall be apportioned and shall be paid or refunded, as the damage cannot case may be repaired within such 180 day period, up to and including the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair date of such damage (provided Landlord maintains or destruction. Notwithstanding the insurance coverage required by subparagraph 4.14.2foregoing, below), Landlord may elect in if Tenant was entitled to but elected not to exercise its sole discretion exercised in good faith right to either: (a) terminate this Lease or (b) restore and Landlord does not substantially complete the Premises to substantially the same condition which existed on the Tender Date repair and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises within two (2) months after the expiration of the estimated period of time set forth in proportion Landlord’s Repair Notice, which period shall be extended to the portion extent of any delays caused by Tenant, then Tenant may terminate this Lease by written notice to Landlord within thirty (30) days after the expiration of such period, as the same may be so extended. 22.4 Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease if the Building is damaged by fire or other casualty (and the reasonably estimated cost of restoration of the Premises which is not usable Building exceeds twenty percent (20%) of the then replacement value of the Building) and such damage or casualty occurs during the last twelve (12) months of the Term of this Lease (or accessiblethe Term of the Extended Term, if applicable) by Tenant as a result giving the other written notice thereof at any time within thirty (30) days following the occurrence of such casualty and is damage or casualty. Such notice shall specify the date of such termination, which date shall not being used by Tenant be less than thirty (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated30) until nor more than sixty (60) days following the date on which such notice of termination is given. In the event of the giving of such notice of termination, this Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such notice and the Rent shall be paid to the date of such termination. Notwithstanding the foregoing to the contrary, Landlord substantially completes its restoration shall not have the right to terminate this Lease if damage or casualty occurs during the last twelve (12) months of the Term if Tenant timely exercises the Extension Option within twenty (20) days after the date of such damage or casualty. 22.5 Upon any termination of this Lease under any of the provisions of this Paragraph, the parties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except for (i) items which have already accrued and are then unpaid by either Tenant or Landlord under the Lease, (ii) any prepaid (and unearned) Monthly Basic Rent or unused security deposit amounts, and (iii) any amount owed by either Tenant or Landlord to the condition as existing on other under the Tender Date. When performing such restorationWork Letter. 22.6 In connection with Landlord’s performance of its obligation to rebuild, Landlord Tenant will not be obligated unreasonably withhold, delay or defer its consent to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal modifications to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and or the Building proposed by Landlord, provided that such modifications do not increase the obligations of Tenant Alterations, if any, and for the loss of hereunder or adversely affect Tenant’s use of the Premises Premises. The repair and any other related losses or damages incurred by restoration of Tenant’s personal property and trade fixtures, shall be the obligation of Tenant. 22.7 Tenant during any reconstruction periodhereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. 4.9.1 If Until the Premises are damaged by fireClosing, earthquake the Assets shall remain at the risk of Seller. In the event of any material damage to or other casualty (destruction of any of the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that Assets after the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage date hereof and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the Closing (in any such case, a “Damage or Destruction Loss”) Seller shall give notice thereof to Purchaser promptly thereafter. If any such Damage or Destruction Loss is covered by policies of insurance and the underlying Asset is not repaired or replaced prior to Closing, all right and claim of Seller to any proceeds of insurance for such Damage or Destruction Loss shall be assigned and (if previously received by Seller and not used prior to the Closing Date to repair any damage or destruction) paid to Purchaser at Closing in accordance with Section 1.4(b). If any such Damage or Destruction Loss is not covered by policies of insurance, Purchaser shall have the right to reduce the Cash Consideration by an amount equal to (i) if such Assets are not destroyed or damaged beyond repair and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot are able to be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which that existed on prior to such Damage or Destruction Loss at a cost less than their replacement cost, the Tender Date and this Lease will continue. 4.9.2 If Landlord elects estimated cost to repair or restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence Assets affected by such Damage or Destruction Loss to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted existed immediately prior to the Casualty Dateoccurrence of such Damage or Destruction Loss, or (ii) if such Assets are destroyed or damaged beyond repair or are not able to be repaired to substantially the same condition that existed prior to such Damage or Destruction Loss at a cost less than their replacement 31 cost, the replacement cost of the Assets. If Purchaser elects to reduce the Cash Consideration pursuant to this Section 4.12, Seller and Purchaser shall negotiate in good faith in an effort to agree upon the amount of such reduction. If the parties are unable to reach agreement within five (5) Business Days after notice of the Damage or Destruction Loss is given by Seller, then all Rent the amount of the reduction shall be fully abated) until determined by the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodBankruptcy Court.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). 22.1 Tenant shall give Landlord prompt written notice thereofto Landlord immediately upon any damages to or destruction of the Premises if the loss sustained exceeds One Hundred Thousand Dollars ($100,000). If Landlord estimates Except with regard to Material Damage as defined in Section 22.2 below, in the event of damage to or destruction of all or any portion of the Premises or the improvements and fixtures thereon (such estimate collectively, “improvements”), Tenant shall within a reasonable time (not to be performed within forty-five (45exceed 365 days from the date of the casualty) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired commence and proceed in a commercially reasonable manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty repair, reconstruct and restore (180collectively, “restore”) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises improvements to substantially the same condition and utility as they were in immediately prior to the casualty so long as the insurance proceeds plus the deductible for which existed on Tenant is responsible are sufficient to cover the Tender Date actual cost of restoration. Tenant acknowledges and this Lease will continue. 4.9.2 If Landlord elects agrees that it is required to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost maintain business interruption insurance and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord Tenant shall not be obligated entitled to restore Tenant Improvements and Tenant Alterations installed by Tenant any abatement of the Basic Annual Rent or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such (a) any insured casualty or (b) any uninsured casualty caused by Tenant’s and is not being used by Tenant (except that in Tenant’s Agents’ gross negligence or willful misconduct. In the event that Tenant fails to restore the portion improvements within three hundred sixty five (365) days for the date of casualty, Landlord, without limiting any of its rights due to Tenant’s default, may elect to complete the construction said improvements and Tenant shall assign all of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by to Landlord as a result of such Casualty plus and Tenant shall pay to Landlord an amount equal to the applicable deductible under amount. Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of damage, destruction and/or restoration (i) renders unusable more than ten percent (10%) of the usable square feet of the Building, or (ii) the Premises cannot be fully repaired or restored within two hundred seventy (270) days after the occurrence of such damage (“Material Damage”), then Tenant shall have the right to terminate this Lease by giving written notice to Landlord of termination within ninety (90) days after the occurrence of such Material Damage (“Notice of Termination”). Termination of this Lease pursuant to this subsection shall be effective upon the termination date as set forth in Notice of Termination. In addition, in the event of Material Damage within the three (3) years just prior to the scheduled expiration of the term, Landlord may elect to terminate this Lease by written notice to Tenant within thirty (30) days after the occurrence of such Material Damage; provided, however, Tenant may negate such Landlord termination by, within thirty (30) days after receipt of such Landlord’s notice, electing to extend the term of this Lease pursuant to Article 34 below. In the event this Lease is terminated pursuant to this Section 22, Tenant shall assign all insurance policy. Tenant agrees proceeds to look Landlord and shall pay to Landlord an amount equal to the provider of Tenant’s insurance for coverage for the reconstruction deductible amount of the “all risk” insurance described in Section 21.2 above. 22.3 In the event of any uninsured casualty, without limiting any of Landlord’s rights hereof, Landlord shall have right to terminate this Lease upon written notice to Tenant; provided, however, Tenant Improvements may, at its option, elect to continue the Lease and negate such Landlord’s decision to terminate by delivering written notice to Landlord within thirty (30) days of receipt of Landlord’s notice and agreeing to pay unabated Rent from the Tenant Alterations, if any, date of receipt of Landlord’s notice and for the loss all costs of Tenant’s use repair of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodsuch uninsured casualty.

Damage or Destruction. 4.9.1 If 22.1 In the event of a partial destruction of the Building (wherein the Demised Premises are damaged located) by fire, earthquake fire or other perils covered by property and casualty (insurance and if the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (damage thereto is such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can Building may be repaired in repaired, reconstructed or restored within a manner necessary to cause it to be in the same condition as it was on the Tender Date within period of one hundred-hundred eighty (180) days after Landlord becomes aware from the date of the happening of such damage casualty and provided that there are sufficient Landlord will receive insurance proceeds available sufficient to repair cover the cost of such damagerepairs (except for any permitted deductible amount provided by Landlord's policy, then which permitted deductible amount if paid by Landlord shall be an Operating Expense), Landlord shall commence and proceed diligently with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage work of repair, reconstruction and restoration and this Lease shall not terminate. Ifcontinue in full force and effect. 22.2 In the event of any damage to or destruction of the Building wherein the Demised Premises are located, other than as provided in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)Section 22.1, Landlord may elect to repair, reconstruct and restore the Building, in its sole discretion exercised in good faith to either: (a) terminate which case this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date shall continue in full force and this Lease will continue. 4.9.2 effect. If Landlord elects not to restore the Premises under subparagraph 4.9.1 above, repair then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that this Lease shall terminate as of date of destruction. 22.3 Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with give written notice to Tenant of its election not to repair, reconstruct or restore the PremisesBuilding or Project within the sixty (60) day period following the date of damage or destruction. 22.4 Upon any termination of this Lease under any of the provisions of this Article, which notice shall also specify the expected duration of such restoration. Failure to so elect parties shall be deemed Landlord’s decision not released thereby without further obligation to restore. Base Rent the other from the date possession of the Demised Premises is surrendered to the Landlord except for outstanding indemnity and Additional Rent other obligations which survive termination of this Lease. 22.5 In the event of fire or other casualty under this Section 22, the rental provided to be paid under this Lease shall be reduced abated proportionately based on the extent to which Tenant's use of the Demised Premises is impaired during the period of Landlord’s such repair, reconstruction or restoration, except to the extent Landlord provides Tenant with other space during the period of repair, which in Tenant's reasonable opinion is suitable for the temporary conduct of Tenant's business. 22.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the repair or restoration of the Premises in proportion damage to the portion of Demised Premises after the Premises which is not usable (or accessible) by Tenant as a result occurrence of such casualty and is not being used damage or destruction by Tenant (except that in reason of acts of God or war, governmental restrictions, inability to procure the event that necessary labor or materials, strikes, or other causes beyond the portion control of Landlord, the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior time for Landlord to the Casualty Date, then all Rent commence or complete repairs shall be fully abated) until extended, provided, at the date on which Landlord substantially completes its restoration election of the Premises to the condition as existing on the Tender Date. When performing such restorationLandlord, Landlord will not shall be obligated relieved of its obligation to spend more than the net insurance proceeds received by Landlord as a result of make such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. repairs or restorations and Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.shall be

Damage or Destruction. 4.9.1 (a) If the Premises are damaged damage caused by fire, earthquake a fire or other casualty renders the Building untenantable, the Base Rent required by virtue of Article III above will ▇▇▇▇▇ for the period during which the Building is untenantable, extending from the date of such damage or destruction to the date which is the earlier of (i) the “Casualty”). date that full use of the Building is restored to Tenant and Tenant commences full operations in and deliveries from the Premises, or (ii) the date which is sixty (60) days after restoration of the Building (exclusive of Tenant’s improvements) is completed, which abatement shall give Landlord prompt written notice thereofbe equal to the proportion of the damaged or destroyed area of the Building to the total floor area of the Building. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired caused by a fire or other casualty renders the Building partially untenantable, the Base Rent will partially ▇▇▇▇▇ until full use of the Building is restored to Tenant in a manner necessary proportion to cause it to be the diminished utility of the Building in the same condition as it was conduct of Tenant’s normal business operations. Landlord is entitled to receive all proceeds payable in respect of the time element insurance maintained accordance with the terms of Section 14.01 above. (b) If a fire or other casualty renders the Premises untenantable in whole or in part, and the estimated time for the restoration of the Premises (inclusive of leasehold improvements Tenant makes) exceeds the period that will expire on the Tender Date within date that is the date that is one hundred-hundred eighty (180) days after the date of the occurrence of the fire or casualty, Tenant may terminate this Lease by the delivery of written notice to Landlord becomes aware within fifteen (15) days following the date on which Landlord notifies Tenant of such damage the estimated time for the restoration. Landlord must provide that estimate within thirty (30) days following the date of the casualty. If a termination of this Lease does not occur in accordance with the foregoing provisions of this Section 16.01(b), but Landlord fails to complete the restoration of the Premises by the date that is thirty (30) days after the date of the expiration of the period within which Landlord estimated the restoration would be completed, Tenant may terminate this Lease by the delivery of written notice to Landlord at any time following the expiration of that 30-day period, but prior to the date on which Landlord completes the restoration of the Premises. If a termination of this Lease occurs in accordance with the terms of this Section 16.01, Landlord is entitled to receive all proceeds payable in respect of the insurance that Landlord maintains in accordance with the terms of Section 14.01 above to the extent not previously disbursed to Landlord in connection with the restoration of the Premises. (c) If fire or other casualty damages the Premises and provided that there are sufficient insurance proceeds available to repair such damagea termination of this Lease does not occur, then Landlord shall proceed with reasonable diligence have the obligation to restore the Premises to substantially the condition which that existed prior to the damage and this Lease shall not terminate. Ifoccurrence of the fire or other casualty, in Landlord’s estimationexclusive of leasehold improvements made by Tenant, using the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains of the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect described in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 Section 14.01 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant exercise due diligence and dispatch in restoring the Premises. In so doing, Landlord shall comply with written notice of all applicable laws, ordinances and regulations. In performing its election to restoration obligation, Landlord must restore the Premises, which notice shall also specify Improvements so that they comply with laws and regulations applicable at the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration time of the Premises in proportion to restoration and not just the portion laws and regulations that were applicable at the time of original construction of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodImprovements.

Damage or Destruction. 4.9.1 11.1 If the Premises are Building or the Premises, or any part thereof, is damaged by fire, earthquake fire or other casualty (before the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed Commencement Date or during the Lease Term, within forty-five (45) calendar days of Landlord’s actual knowledge the date of such damage) that the damage can be repaired in a manner necessary Landlord shall give Tenant notice of Landlord's reasonable estimate of the time required from the date of the damage to cause it repair the damage (the “Damage Estimate”). If the Building or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Lease Term, and this Lease is not terminated pursuant to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after sections 11.2 or 11.3 hereof, Landlord becomes aware of shall repair such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage Building and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition in which the Building and the Premises existed on before the Tender Date occurrence of such fire or other casualty (provided that Landlord shall have no obligation to restore any above-Building standard improvements or Alterations in the Premises, unless the cost thereof is paid by Tenant in advance of such restoration, or any Alterations made by or for Tenant in the Premises following the Commencement Date) and this Lease will continue. 4.9.2 shall, subject to the provisions of this Article 11, remain in full force and effect. If Landlord elects to restore such fire or other casualty damages the Premises under subparagraph 4.9.1 aboveor common areas of the Project necessary for Tenant's use and occupancy of the Premises and Tenant ceases to use any portion of the Premises as a result thereof, then Landlord shall, at its sole cost and expense, restore during the period the Premises with reasonable diligence are rendered untenantable by such damage Tenant shall be entitled to substantially a reduction in Monthly Rent (other than Allowance Rent, except to the same condition existing on extent that Landlord's rent loss insurance covers such Allowance Rent) in the Tender Date; provided proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be obligated to restore repair any damage to, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or Alterations made by or for Tenant Improvements in the Premises following the Commencement Date. Tenant shall, at Tenant's sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures, personal property and any Alterations made by or for Tenant Alterations installed in the Premises following the Commencement Date. Such repair and replacement by Tenant shall be done in accordance with Article 8 hereof. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4), or Tenant’s furnitureany successor statute, fixtures providing for termination of hiring upon destruction of the thing hired. 11.2 If the Project or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of or any part thereof, is damaged by fire or other casualty and (a) such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced fire or other casualty occurs during the period of Landlord’s restoration last twelve (12) months of the Premises in proportion to Lease Term and the portion of the Premises which Damage Estimate is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than two (2) months, or (b) the net insurance proceeds received by Landlord as a result in respect of such Casualty plus an amount equal damage are not adequate to pay the applicable deductible under entire cost, as reasonably estimated by Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction , of the repair and restoration work to be performed by Landlord in accordance with section 11.1 hereof, or (c) the Damage Estimate is more than six (6) months, then, in any such event, Landlord shall have the right, by giving written notice to Tenant Improvements within sixty (60) days after the occurrence of such fire or other casualty, to terminate this Lease as of the date specified in such notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given. 11.3 If the Project or the Premises, or any part thereof, is damaged by fire or other casualty and (a) such fire or other casualty occurs during the last twelve (12) months of the Lease Term and the Damage Estimate is more than two (2) months, or (b) the Damage Estimate is more than two hundred seventy (270) days, then, in any such event, Tenant Alterationsshall have the right, if anyby giving written notice to Landlord within sixty (60) days after the occurrence of such fire or other casualty, and for the loss of Tenant’s use to terminate this Lease as of the Premises and any other related losses or damages incurred by Tenant during any reconstruction perioddate specified in such notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given.

Damage or Destruction. 4.9.1 If 15.1 In case of casualty to the Demised Premises are damaged by fireor any Improvement, earthquake or other casualty (the “Casualty”). Tenant Sublessee shall promptly give Landlord prompt written notice thereofthereof to Sublessor. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days Regardless of Landlord’s actual knowledge the scope or amount of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of any such damage or destruction, this Sublease shall remain in full force and provided that there are sufficient insurance proceeds available to repair such damageeffect, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease Sublessee shall not terminatebe entitled to any diminution or abatement of rent. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shallSublessee, at its sole cost and expense, restore except as otherwise provided in this Section 15, and whether or not the Premises insurance proceeds, if any, shall be sufficient for the purpose, shall either (i) restore, repair, replace, rebuild the same as nearly as possible to their value, condition and character immediately prior to such damage or destruction or with such changes or alterations as may be made at Sublessee's election in conformity with and subject to the conditions of Section 10 hereof; or (ii) demolish the Improvements and construct new Improvements in replacement thereof in conformity with and subject to the conditions of Section 10 hereof. Such restoration, repairs, replacements, rebuilding, alterations or demolition and new construction shall be commenced within a reasonable time after such damage or destruction and prosecuted with reasonable diligence diligence, unavoidable delays excepted. 15.2 All insurance money paid to substantially Sublessee or to any Authorized Institution on account of such damage or destruction, less the same condition existing on actual costs, fees and expenses, if any, incurred in connection with adjustment of the Tender Dateloss, shall be applied by Sublessee or such Authorized Institution to the payment of the cost of the aforesaid restoration, repairs, replacement or rebuilding, or demolition and new construction, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements or rebuilding (all of which temporary repairs, protection of property and permanent restoration, repairs, replacement or rebuilding are hereinafter collectively referred to as the "restoration"). Such insurance proceeds shall be disbursed from time to time as such restoration progresses; provided that Landlord the work for which payment is requested has been done in a good and workmanlike manner and substantially in accordance with the plans and specifications therefor, if any. In the event that the insurance proceeds are held by an Authorized Institution, such disbursement shall not be obligated made in conformance with and pursuant to restore Tenant Improvements and Tenant Alterations installed the provisions set forth in the loan documents executed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore Sublessee for the Premises, which notice shall also specify the expected duration benefit of such restoration. Failure Authorized Institution, subject, however, to so elect shall be deemed Landlord’s decision not the requirement that Sublessee or such Authorized Institution provides to restore. Base Rent and Additional Rent shall be reduced during Sublessor, prior to any such disbursement, mechanic's lien releases for all work performed by any contractor, subcontractor, laborer, materialman, supplier or other persons having a lien right under the period of Landlord’s restoration laws of the Premises in proportion State of Colorado for work performed prior to the portion of the Premises which is not usable (or accessible) by Tenant as a result date of such casualty and is not being used by Tenant (except that disbursement. Further, in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business any insurance proceeds are being held by Sublessee, Sublessee, in the balance of the Premises in the manner it had been conducted such event prior to such disbursement, shall provide Sublessor mechanic's lien releases for all work performed prior to such disbursement as required above. 15.3 If the Casualty Date, insurance money at the time then all Rent held by Sublessee or any Authorized Institution shall be fully abated) until insufficient to pay the date on which Landlord substantially completes its restoration entire cost of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord (i) Sublessee will not be obligated pay the deficiency to spend more than such Authorized Institution within thirty (30) days of notice of such deficiency to Sublessee; or (ii) if no Authorized Institution is holding such insurance proceeds, Sublessee shall directly pay to contractors, subcontractors, laborers, materialmen, suppliers or other persons having a lien right under the net laws of the State of Colorado the amount of such deficiency prior to using any insurance proceeds received then being held by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodit.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises provisions of Section 11.2(b): (x) all risk or loss concerning the Assets that occurs on or prior to the Closing shall be borne by Seller; and (y) all risk of loss concerning the Assets that occurs after the Closing shall be borne by Purchaser. (b) In the event that, on or prior to the Closing Date, the Assets are damaged in whole or in part by fire, earthquake fire or other casualty casualty, the following procedures shall apply: (the “Casualty”). Tenant i) Seller shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days notify Purchaser in writing of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty two (1802) days after Landlord becomes Business Days following Seller becoming aware of such damage (the “Asset Damage Notice”). (ii) If the estimated costs of repairing damage to any Real Property as to each facility (the “Damaged Property”) and provided any Assets located on the Damaged Property (collectively, the “Damaged Property Components”) is less than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Damage Threshold Amount”), which estimated repair costs (the “Estimated Repair Costs”) shall be determined in accordance with Section 11.2(b)(iii), then the provisions of Section 11.2(c) of this Agreement shall exclusively apply. In the event that there are sufficient insurance proceeds available the Estimated Repair Costs to repair such damagedamage to the Damaged Property Components for any Damaged Property is equal to or greater than the Damage Threshold Amount, then Landlord the provisions of Section 11.2(d) of this Agreement shall proceed with exclusively apply. (iii) Within thirty (30) calendar days following the delivery of the Asset Damage Notice, Seller shall deliver to Purchaser a written notice (the “Damage Estimate Notice”) that sets forth Seller’s reasonable diligence estimate of Estimated Repair Costs to restore repair the Premises to substantially the condition which existed prior damage to the damage and this Lease shall not terminateDamage Property Components for the Damaged Property. IfIn the event that Purchaser reasonably challenges Seller’s estimate of the Estimated Repair Costs in the Damage Estimate Notice, in Landlordthen Purchaser must deliver a written notice to Seller (the “Estimate Dispute Notice”) within thirty (30) days following Purchaser’s estimation, receipt of the damage cannot be repaired Damage Estimate Notice that sets forth Purchaser’s estimate of the Estimated Repair Costs. If Purchaser fails to deliver the Estimated Dispute Notice to Seller within such 180 thirty (30) day period, Purchaser shall be deemed to have waived its right to challenge Seller’s estimate of the destruction was cased by Estimated Repair Costs in the Damage Estimate Notice and Seller’s estimate shall be binding on the Parties. In the event that Purchaser delivers an uninsurable event or if there are insufficient insurance proceeds available Estimate Dispute Notice to repair such damage Seller, then Seller shall deliver a written notice to Purchaser (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below“Estimate Response Notice”), Landlord may elect in its sole discretion exercised in good faith within three (3) Business Days following the delivery of the Estimate Dispute Notice, electing to either: (ai) terminate this Lease utilize Purchaser’s estimate of Estimated Repair Costs in the Estimate Dispute Notice, in which case Purchaser’s estimate shall be final and binding on the parties, or (ii) have the Estimated Repair Costs determined by a contractor licensed in the Commonwealth of Pennsylvania reasonably acceptable to both Purchaser and Seller (the “Estimating Contractor”). Failure by Seller to deliver the Estimate Response Notice to Purchaser prior to the expiration of such three (3) Business Day period (the “Estimate Election Deadline”) shall be deemed to be Seller’s election to have the Estimated Repair Costs determined by an Estimating Contractor. In the event that Seller elects or is deemed to have elected to have the Estimated Repair Costs determined by an Estimating Contractor, the parties shall mutually attempt to agree on an Estimating Contractor within five (5) Business Days following the Estimating Election Deadline. If the parties are unable to mutually agree on an Estimating Contractor, then prior to the expiration of the five (5) Business Day period, Seller and Purchaser shall each designate in writing to the other party a contractor licensed in the Commonwealth of Pennsylvania and those two designated contractors shall select the Estimating Contractor. The determination by the Estimating Contractor of the amount of the Estimated Repair Costs shall be final and binding on the parties. (c) In the event that the Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is less than the Damage Threshold Amount, then Seller shall deliver a written notice to Purchaser (the “Minor Damage Election Notice”) in which Seller elects either to: (i) have Seller that owns the Damaged Property repair the damage to the Damaged Property Components prior to Closing (which shall be extended for a reasonable period of time to permit performance of such repairs) at no cost or expense to Purchaser; or (b) restore not repair such damage prior to Closing, in which case Purchaser shall be entitled to a credit against the Premises Purchase Price in the amount of the Estimated Repair Costs. If Seller fails to substantially deliver the same condition which existed on Minor Damage Election Notice to Purchaser within five (5) Business Days following the Tender Date and this Lease will continue. 4.9.2 If Landlord elects determination of Estimated Repair Costs pursuant to restore the Premises under subparagraph 4.9.1 aboveSection 11.2(b)(iii), then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect Seller shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during have elected to have the period of Landlord’s restoration of applicable Real Estate Seller repair the Premises in proportion to the portion of the Premises which is not usable Damaged Property Components. (or accessibled) by Tenant as a result of such casualty and is not being used by Tenant (except that in In the event that the portion Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is equal to or greater than the Damage Threshold Amount, at the election of Purchaser, which election shall be set forth in a written notice from Purchaser to Seller (the “Major Damage Election Notice”), this Agreement may be terminated pursuant to this Section upon delivery of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in Major Damage Election Notice to Seller. The Major Damage Election Notice shall be delivered by Purchaser to Seller within five (5) Business Days following the balance final determination of the Premises in Estimated Repair Amount pursuant to Section 11.2(b)(iii). If Purchaser fails to deliver the manner it had been conducted prior Major Damage Election Notice within that five (5) Business Day period, Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser elects to proceed with the Closing of the transactions contemplated under and pursuant to the Casualty Dateprovisions of this Agreement, then Seller shall (i) assign to Purchaser the right to collect any and all Rent shall be fully abatedinsurance proceeds in respect of such Damaged Property after the Closing less deductions under the following subsection (ii), and (ii) until provide Purchaser a credit against the date on which Landlord substantially completes its restoration Purchase Price in an amount of the Premises equal to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net (a) any applicable deductible and (b) any insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss Closing Date. Any termination of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Agreement pursuant to this Section 11.2 shall be in accordance with Article XII below.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates a) Within thirty (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (18030) days after any damage or destruction that may occur on the Premises or to the Project Improvements thereon, Tenant shall notify Landlord becomes aware if Tenant reasonably estimates the costs of repairs to equal or exceed the lesser of Five Hundred Thousand Dollars ($500,000) or ten percent (10%) of the replacement cost of the Project Improvements that are in need of restoration. (b) If the Project Improvements are damaged or destroyed by any casualty where (a) the casualty is required to be insured against by the terms of this Lease or is actually insured against; and (b) the Net Insurance Proceeds (as defined below) actually available to Tenant, or which would be available to Tenant if it had carried the required insurance, for restoration are, or would be, sufficient to restore such damage Project Improvements, then Tenant shall, as soon as is reasonable under the circumstances, either (i) repair, restore or rehabilitate the buildings and improvements, or (ii) replace the damaged buildings and improvements with substitute buildings and improvements acceptable to Tenant (provided that Tenant agrees to construct substitute buildings and improvements consistent with the value and quality of the pre-existing buildings and improvements, and shall commence and continue such activity thereafter diligently and without interruption thereof (subject to force majeure and other matters outside the reasonable control of Tenant), at Tenant’s sole cost and expense. As used herein, the term “Net Insurance Proceeds” means the gross insurance proceeds paid by an insurer to Tenant for loss or damage to the Project Improvements plus any deductible amounts under such policies, less any amounts required to be paid to Leasehold Mortgagees from such proceeds. If there are not sufficient insurance proceeds available Net Insurance Proceeds to repair perform the work described in (i) and (ii) of this subparagraph (b) (collectively, “Restoration Work”), and Tenant elects not to perform such damagework, then Landlord Tenant shall proceed with reasonable diligence to remove the damaged buildings and improvements and restore the Premises affected portions of the land as nearly as possible to substantially the condition which that existed prior to the damage construction of such buildings and this Lease shall not terminate. Ifimprovements, in Landlord’s estimationprovided, the damage cannot be repaired within such 180 day periodhowever, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord Monthly Rent shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration abated for any portion of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that event. The work described in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating prior sentence shall be done at Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodexpense.

Damage or Destruction. 4.9.1 15.01 If the Premises is damaged or destroyed by fire or other casualty, Tenant will immediately give written notice to Landlord 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 by fireor destroyed within the last 12 months of the Term; (d) Tenant is in default of this Lease beyond applicable notice and cure periods 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, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (Building in which the Premises is located, is damaged such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in cost of repair of the same condition as it was on would exceed 10% of the Tender Date within one hundred-eighty (180) days after Landlord becomes aware replacement cost of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatesame. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 aboveterminate this Lease, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence will be entitled to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated retain all applicable Tenant insurance proceeds attributable to restore Tenant Improvements and Tenant Alterations installed and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all such property insurance proceeds payable to Tenant or under Tenant's insurance, excepting those attributable to Tenant’s furniture, fixtures or fixtures, equipment, and any other personal property. 15.02 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair the Premises and this Lease shall continue. The repair obligation of Landlord shall promptly provide be limited to repair of the Premises excluding any Tenant with written notice Improvements, Tenant Alterations, and any personal property and trade fixtures of its election to restore the Premises, which notice shall also specify the expected duration of such restorationTenant. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during During the period of Landlord’s restoration of the Premises repair, rent will be abated or reduced in proportion to the portion of the Premises degree to which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises is impaired, as determined by Landlord, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Tenant’s Premises, Landlord has received. However, rent will not be abated if Tenant or any of its agents is the cause of the casualty. 15.03 In addition to Landlord's right to terminate as provided herein, Tenant shall have the right to terminate this Lease if: (a) a substantial portion of the Premises has been damaged by fire or other casualty and such damage (i) cannot reasonably be substantially repaired (as reasonably determined by Landlord within sixty (60) days after the date of the casualty) within 180 days after the date of the damage or (ii) has not been substantially repaired within 180 days after the date of the damage (subject to delays caused by Force Majeure not to exceed an additional 30 days beyond the original 180 days); or (b) there is less than 1 year of the Term remaining on the date of such casualty. Notwithstanding the foregoing, Tenant shall not have the right to terminate the Lease (i) if the casualty was caused by the willful misconduct of Tenant or its agents, employees or contractors; and (ii) unless Tenant provides Landlord with thirty (30) days prior written notice of its intent to terminate but in any other related losses or damages incurred by Tenant during any reconstruction periodevent prior to the date on which Landlord delivers the Premises restored to Tenant.

Damage or Destruction. 4.9.1 If 13.1 In the Premises are damaged by fireevent of damage or destruction during the Development Period to any of the improvements upon the Leased Premises, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate have the obligation to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient utilize insurance proceeds as and when available to rebuild or repair such damagethe improvements unless otherwise agreed by the City. During the Development Period, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion cost to rebuild the Parking Garage exceeds the insurance proceeds, City and Tenant agree to use good faith efforts to arrive at a mutually agreeable solution to addressing this additional cost. During the Operation Period (a) Tenant shall have the obligation to utilize insurance proceeds as and when available to rebuild or repair the Project Land Improvements and any insurance proceeds from any casualty loss shall be applied to the repair or rebuilding unless otherwise agreed by the City, and (b) as described in the Parking Lease Agreement (as defined in Section 35.1 hereof), City shall have the obligation to utilize insurance proceeds as and when available to rebuild or repair the Garage Land Improvements and any insurance proceeds from any such casualty loss shall be applied to the repair or rebuilding unless otherwise agreed by the Tenant. In the event of damage or destruction to both the Project Land Improvements and the Garage Land Improvements during the Operation Period, the City’s obligation to restore the Garage Land Improvements is conditioned upon the contemporaneous satisfaction of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in obligation to restore the balance Project Land Improvements and the Tenant’s obligation to restore the Project Land Improvements is conditioned upon the contemporaneous satisfaction of the Premises in City’s obligation to restore the manner it had been conducted prior Garage Land Improvements. During the Development Period (as to the Casualty DateGarage Land Improvements and the Project Land Improvements) and the Operation Period (as to the Project Land Improvements only), then all Rent the City shall have no obligation to repair or rebuild the improvements or any fixtures, equipment or other personal property installed by Tenant pursuant to this Agreement; however, upon the failure of Tenant to repair or rebuild as required by this Agreement, the City may, as agent of Tenant, repair or rebuild such damage or destruction at the expense of Tenant, and such expense shall be fully abated) until the date due and payable on which Landlord substantially completes its restoration demand. 13.2 Upon completion of the Premises all repair or rebuilding work to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received done by Landlord Tenant hereunder as a result of damage or destruction, Tenant shall certify by a responsible officer or authorized representative that such Casualty plus an amount equal rebuilding and repairs have been completed. Nothing herein contained shall be deemed to the applicable deductible release Tenant from any of its repair, maintenance or rebuilding obligations under Landlord’s insurance policythis Agreement. 13.3 In no event shall Tenant be obligated to provide improvements, equipment and fixtures in excess of those existing prior to such damage or destruction or as required by City Code, whichever is greater. Tenant agrees that such work will promptly commence and proceed to look completion with due diligence. 13.4 Tenant shall not be entitled to the provider of Tenant’s insurance for coverage for the reconstruction any abatement, allowance, reduction, or suspension of the Tenant Improvements and rent payments as a result of or in connection with the Tenant Alterations, if any, and for the loss of Tenant’s use partial or total destruction of the Premises improvements on the Project Land. No such damage or destruction shall affect in any way the obligation of Tenant to pay Rent and any other related losses or damages incurred by Tenant during any reconstruction periodcharges contained herein.

Damage or Destruction. 4.9.1 If 22.1. In the Premises are damaged event of a partial destruction of the Building by fire, earthquake fire or other perils covered by extended coverage insurance, not exceeding twenty-five percent (25%) of the full replacement cost thereof, and if the damage thereto is such that the Building may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs (except for any deductible amount provided by Landlord's policy, which deductible amount if paid by Landlord shall be an Operating Expense), Landlord shall commence and proceed diligently with the “Casualty”)work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. 22.2. Tenant In the event of any damage to or destruction of the Building, other than as provided in Section 22.1, Landlord may elect to repair, reconstruct and restore the Building, in which case this Lease shall give Landlord prompt written notice thereofcontinue in full force and effect. If Landlord estimates elects not to repair then the Term Expiration Date shall be (such estimate and this Lease shall terminate as of) the date of destruction. 22.3. Landlord shall give written notice to Tenant of its election to repair or not to repair, reconstruct or restore the Building or Project within the sixty (60) day period following the date of damage or destruction. 22.4. Upon any termination of this Lease under any of the provisions of this Section, the parties shall be released thereby without further obligation to the other from the date possession of the Demised Premises is surrendered to the Landlord except for items which have theretofore occurred. 22.5. In the event of repair, reconstruction and restoration as herein provided, the rental provided to be performed within forty-five (45) calendar days paid under this Lease shall be abated proportionately based on the extent to which Tenant's use of Landlord’s actual knowledge the Demised Premises is impaired during the period of such damage) that repair, reconstruction or restoration, unless Landlord provides Tenant with other comparable space during the period of repair, which in Tenant's reasonable opinion is suitable for the temporary conduct of Tenant's business and which shall be leased by Tenant on terms substantially similar to this Lease, but at monthly installments of Basic Annual Rent equitably reduced to reflect the area and permitted uses of such temporary premises. 22.6. Notwithstanding anything to the contrary contained in this Section, should Landlord be delayed or prevented from completing the repair or restoration of the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on Demised Premises after the Tender Date within one hundred-eighty (180) days after Landlord becomes aware occurrence of such damage or destruction by reason of acts of God or war, governmental restrictions, inability to procure the necessary labor or materials, strikes, or other circumstances beyond the control of Landlord, the time for Landlord to commence or complete repairs shall be extended, provided, at the election of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligation under this Lease as of the end of eight (8) months from date of destruction, if repairs required to provide Tenant use of the Demised Premises are not then substantially complete. 22.7. 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 Demised Premises which were provided that there are sufficient at Landlord's expense; the repair and restoration of items not provide at Landlord's expense shall be the obligation of Tenant. In the event Tenant elected to upgrade certain improvements from the standard normally provided by Landlord, Landlord shall upon the need for replacement due to an insured loss, provide only the standard Landlord improvements unless Tenant shall elect to again upgrade and pay any additional cost of such upgrades, except to such extent as insurance proceeds which, if received, the excess proceeds are adequate to provide such upgrades, in addition to providing for basic reconstruction and standard improvements. 22.8. Notwithstanding anything to the contrary contained in this Section, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Demised Premises to the extent that insurance proceeds are not available therefor (except for the amount of the deductible carried by Landlord as permitted hereunder). In addition, notwithstanding anything to the contrary contained in this Section 22, if at any time during the last twenty four (24) months of the term of this Lease there is damage for which the cost to repair such damageexceeds two months' installments of Basic Annual Rent, or the repair, reconstruction or restoration of which is reasonably determined by Landlord to exceed two (2) months from the date of damage or destruction, then Landlord shall proceed with reasonable diligence have no obligation whatsoever, to repair, reconstruct or restore the Demised Premises and Landlord may terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to substantially the condition Tenant of its election to do so within thirty (30) days after the date of occurrence of such damage; provided, however, that if Tenant at the time of such election has an exercisable option to extend this Lease so that the Lease after exercise of such option would have an unexpired term of not less seven years, then Tenant may preserve this Lease, notwithstanding Landlord's election to terminate this Lease, by (a) exercising such option, and (b) providing Landlord with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which existed is ten (10) days after Tenant's receipt of Landlord's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Tenant duly exercises such option during such period and provides Landlord with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Landlord shall, at Landlord's expense repair such damage as soon as reasonably possible and this Lease shall not terminatecontinue in full force and effect. If, in Landlord’s estimation, the damage cannot be repaired within If Tenant fails to exercise such 180 day option and provide such funds or assurance during such period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate then this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration terminate as of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that date set forth in the event that the portion first sentence of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Paragraph 22.8.

Damage or Destruction. 4.9.1 If (a) In the Premises are damaged by fire, earthquake case of any particular casualty to the Improvements or other the Equipment (including any such casualty (occurring after the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days date of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed Asset Purchase Agreement but prior to the date of this Lease), resulting in damage and this Lease shall not terminate. If, or destruction exceeding $100,000 in Landlord’s estimationthe aggregate, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available Tenant shall promptly give written notice thereof to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith Landlord. Without limiting Tenant's right to either: (a) terminate this Lease in accordance with Section 32.7 and regardless of the amount of any damage or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 abovedestruction, then Landlord Tenant shall, except as may be hereinafter expressly provided, at its sole cost and expense, restore and whether or not the Premises insurance proceeds, if any, shall be sufficient for the purpose, restore, repair, replace, rebuild or alter (including any necessary demolition) the Improvements and the Equipment as nearly as possible to their quality, condition and character immediately prior to such damage or destruction, with such Alterations as Tenant may elect to make in accordance with Article 12. Such restoration, repairs, replacements, rebuilding or alterations shall be commenced with reasonable diligence promptness and prosecuted with reasonable diligence. (b) Notwithstanding anything to substantially the same condition existing on contrary contained in this Lease, including without limitation, the Tender Date; provisions of this Article 9, if Tenant exercises its right to terminate this Lease as provided that Landlord in Section 32.7, Tenant shall not be obligated to restore Tenant restore, repair, replace, rebuild or alter the Improvements and the Equipment if Tenant Alterations installed by Tenant pays to Landlord, at or before Tenant’s furniture's termination of this Lease, fixtures an amount equal to all insurance proceeds that are or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall would be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant payable as a result of such casualty and is not being used under property insurance policies required to be maintained by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior under Sections 8.1 and 8.3, together with an amount equal to the Casualty Date, then all Rent shall be fully abated) until aggregate applicable deductible amounts carried by Tenant under the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Datepolicies evidencing such insurance coverage. 9.2. When performing such restoration, Landlord will not be obligated to spend more than the net All insurance proceeds received by Landlord as a result or any insurance trustee selected by Tenant pursuant to Section 8.10, on account of such Casualty plus an amount equal to damage or destruction, less the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements actual third party costs, fees and the Tenant Alterationsexpenses, if any, and incurred in connection with adjustment of the loss, shall be applied to pay or reimburse Tenant for the loss of Tenant’s use payment of the Premises costs of the aforesaid restoration, repairs, replacements, rebuilding or alterations (all of which 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 Tenant which shall be accompanied by reasonable evidence of the incurrence of the costs involved. Any such restoration shall be made in accordance with plans and specifications prepared by architects and/or engineers approved by Landlord, which approval shall not be unreasonably withheld or delayed. If such restoration will result in any other related losses material change to the Improvements or damages incurred by Tenant during any reconstruction period.Equipment being restored from the condition of such Improvement or Equipment immediately before the casualty, such restoration shall be made substantially in accordance with plans and specifications approved in writing

Damage or Destruction. 4.9.1 If A. Subject to Article 17.E. below, if, at any time prior to the Commencement Date or during the Term, the Leased Premises or the Building should be destroyed or damaged to any extent which may require repairs in an amount in excess of thirty percent (30%) of the replacement cost of the Leased Premises or the Building, LESSOR shall have the right and option of either: (1) Immediately terminating this Lease (by written notice to LESSEE), in which case neither party shall have any rights against the other party from and after the occurrence or destruction except those arising from this Lease; or (2) Expeditiously repairing or rebuilding such damaged or destroyed portions of the Leased Premises or Building in substantially the same or better condition as immediately prior to the destruction or damage, in which event rental shall be reduced proportionately to the loss of actual physical occupancy suffered by LESSEE, provided that, if such damage was the direct result solely of the gross negligence or willful misconduct of LESSEE, its employees, agents, invitees, licensees, or others under its control, rental shall not be reduced during such period. B. Subject to Article 17.E. below, if during the Term there should be any such damage or destruction, but to an extent less than the said thirty percent (30%) of the replacement cost as discussed above, this Lease shall continue and LESSOR shall expeditiously repair or rebuild the damaged or destroyed portions of the Leased Premises as set forth in Article 17.A. above, and the rent shall be reduced in proportion to the actual loss of physical occupancy suffered by LESSEE for the period of the repair or rebuilding, provided LESSOR shall have no obligation to spend or incur costs for such repair or rebuilding in excess of the insurance proceeds actually paid to LESSOR. C. Intentionally Deleted. D. Subject to Article 17.E. below, within forty five (45) days after the occurrence of any damage or destruction which gives rise to the option of LESSOR to terminate or repair or rebuild, LESSOR has not given LESSEE notice of its decision, then this Lease shall continue in full effect, the option by LESSOR to terminate this Lease shall be deemed to have been waived, and LESSOR shall expeditiously repair or rebuild the Leased Premises, provided LESSOR shall have no obligation to spend or incur costs for such repair or rebuilding in excess of the insurance proceeds actually paid to LESSOR. E. Notwithstanding anything herein to the contrary, in the event that the Leased Premises are damaged or destroyed by fire, earthquake fire or other casualty so as to materially impair the use and occupancy by LESSEE of the Leased Premises for the purposes contemplated hereunder, then LESSOR shall be obligated to provide written notice (the “CasualtyRestoration Notice”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate ) to be performed LESSEE within forty-five (45) calendar days of Landlord’s actual knowledge such event of such damage) that the damage can be repaired in casualty stating a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damagegood faith estimate, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased certified by an uninsurable event or if there are insufficient insurance proceeds available to independent architect, of the period of time (the “Stated Restoration Period”) which shall be required for the repair such damage (provided Landlord maintains and restoration of the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore Leased Premises. LESSEE shall have the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shallright, at its sole cost election, to terminate the Lease if either (i) the Stated Restoration Period shall be in excess of one hundred forty (140) days following the event of casualty and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant LESSEE terminates this Lease with written notice thereof to LESSOR within ten (10) business days following delivery of its election the Restoration Notice, or (ii) LESSOR shall fail to restore substantially complete the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent repair and Additional Rent shall be reduced during the period of Landlord’s restoration of the Leased Premises in proportion within the Stated Restoration Period and LESSEE delivers written notice of such termination to LESSOR within ten (10) business days following the portion expiration of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodStated Restoration Period.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises are provisions of any mortgage, if the Project shall be damaged or destroyed by firefire or any other casualty, earthquake whether or other casualty not covered by insurance, the Corporation, as promptly as practicable, shall select one of the following options: (1) repair, restore, replace or rebuild the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (same to as nearly as may be practicable their condition and character immediately prior to such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge damage or destruction, and so that upon completion of such damage) that repairs, restoration, replacement or rebuilding the damage can Project shall be repaired in of a manner necessary value not less than the value thereof immediately prior to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware occurrence of such damage or destruction; or (2) construct upon the Project Site new buildings and improvements thereafter together with all new fixtures which are to be attached thereto, provided that there are sufficient insurance proceeds available to repair (i) the value thereof shall not be less than the value of such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed destroyed or damaged Project Improvements immediately prior to the occurrence of such damage or destruction and this Lease shall (ii) the nature of such new buildings, improvements and fixtures will not terminate. Ifimpair the character of the Project as an enterprise permitted by the Act; or (3) provide for the redemption and/or cancellation of all of the Outstanding Bonds, in Landlord’s estimation, which event the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord Corporation shall not be obligated required to restore Tenant Improvements rebuild, repair, replace or reconstruct any portion of the Project If the Corporation shall elect to construct any such new buildings and Tenant Alterations installed by Tenant or Tenant’s furnitureimprovements, fixtures or equipment. Landlord shall promptly provide Tenant with written notice for all purposes of its election this Lease, any reference to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect words "Project Improvements" shall be deemed Landlord’s decision not to restorealso include any such new buildings and improvements and all additions thereto and all replacements and alterations thereof. Base Rent and Additional Rent The Net Proceeds of casualty insurance required by ARTICLE VII hereof received with respect to such damage or loss to the Project shall be reduced during disbursed in accordance with the period Leasehold Mortgages (in the order of Landlord’s restoration priority) so long as the Leasehold Mortgages contain provisions governing the disbursement of casualty insurance proceeds. If there is no Leasehold Mortgage, or if the Premises in proportion Leasehold Mortgage does not contain provisions governing the disbursement of casualty insurance proceeds, then (i) if such Net Proceeds are less than $250,000, the Net Proceeds shall be paid to the portion of Corporation to be used in accordance with this Lease, and (ii) if such Net Proceeds equal or exceed $250,000, the Premises which is not usable (or accessible) by Tenant as a result of such casualty Net Proceeds shall be paid to the Trustee and is not being used by Tenant (except that shall be applied in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.following manner:

Damage or Destruction. 4.9.1 If If, during the Premises term, the premises or the improvements or fixtures thereon are destroyed or damaged in whole or in part by fire, earthquake fire or other casualty (the “Casualty”). Tenant cause, lessee shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage Lessor immediate notice, and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shallLessee, at its sole own cost and expense, restore shall cause the Premises with reasonable diligence prompt repair, replacement and rebuilding of same ("restoration"), subject without limitation to substantially the same condition existing on the Tender Date; provided that Landlord Sections 5.2 and 5.3 of this Lease. Lessor shall not in no event be obligated called upon to restore Tenant Improvements and Tenant Alterations installed by Tenant repair, replace or Tenant’s furniturerebuild any such buildings, fixtures or equipmentpersonalty, nor to pay any of the costs or expenses thereof beyond or in excess of any insurance proceeds made available to Lessee under this Lease. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration All insurance proceeds on account of such restoration. Failure to so elect damage or destruction shall be deemed Landlord’s decision not applied to restore. Base Rent and Additional Rent shall be reduced during pay or reimburse Lessee for the period payment of Landlord’s the cost of restoration of the Premises in proportion building and other leasehold improvements on the premises, including the cost of temporary repairs or for the protection of the premises pending the completion of permanent restoration. In the event of substantial damage (hereinafter defined), Twenty Five Thousand Dollars ($25,000.00) of the insurance proceeds shall be disbursed by the insurer directly into an escrow account with an escrowee reasonably acceptable to Lessor and Lessee, with such sum to be distributed to Lessee upon the furnishing of proof reasonably satisfactory to Lessor of lien free completion of the restoration, but to be distributed to lessor upon any default by Lessee with respect to the portion of restoration (such escrow amount in no way to limit Lessee's liability for any such default). If the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to and other funds deposited with Lessor or the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to mortgage, less the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements actual cost, fees and the Tenant Alterationsexpenses, if any, and for incurred in connection with the loss of Tenant’s use adjustment of the Premises loss, are insufficient to pay the entire cost of the restoration, Lessee will pay the deficiency. During restoration, Lessee shall continue the operation of its business within the premises to the extent practicable, this Lease shall terminate, nor shall rental and other charges payable under this Lease be abated or affected in any manner. Notwithstanding the foregoing in this Section 5.8, if the building and other related losses leasehold improvements on the premises shall be substantially damaged (fifty percent (50%) or damages incurred more of the insurable value of the building) or destroyed by Tenant during any reconstruction periodfire, windstorm, or otherwise, within the last year of the term of this Lease, as same may be extended pursuant to Section 2.2, either party shall have the right to terminate this Lease, provided that notice thereof is given to the other party not later than sixty (60) days after such damage or destruction. If said right of termination is exercised, this Lease and the term hereof shall cease and come to an end as of the date of such damage or destruction and the herein referenced insurance proceeds shall belong solely to Lessor.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). casualty, Tenant shall give Landlord prompt immediate written notice thereofthereof to Landlord. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty twenty (180120) days Business Days after Landlord becomes aware is notified by Tenant of such damage and provided that if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s 's estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event 120 Business Day period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to "substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore the Premises under subparagraph 4.9.1 aboveoption set forth in clause (b), then Landlord shall(1) the Lease Term shall be extended for the time required to complete such restoration, at its sole cost (2) Tenant shall pay to Landlord, upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that (3) Landlord shall not be obligated required to repair or restore Tenant Improvements and Tenant Alterations installed by Tenant fixtures, improvements or other property of Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent, Additional Rent and Additional Rent any other sum due under this Lease during any reconstruction period shall Ret be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s 's insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s 's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.9.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within forty (40) thirty (30) Business Days after the occurrence of such damage. Such notice shall be effective twenty (20) Business Days after receipt by Tenant unless a later date is set forth in Landlord's notice. 4.9.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after such requirement is made by such holder. In the event of any damage or casualty which (a) renders the Premises unsuitable for use by Tenant in Tenant's reasonable discretion or (b) occurs during the final two (2) years of the Lease Term, Tenant may elect to terminate this Lease by written notice to Landlord.

Damage or Destruction. 4.9.1 If (a) In the event the Premises are damaged by fire, earthquake fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate perils covered by insurance required to be performed within fortycarried by Landlord under this Lease to an extent not exceeding twenty-five percent (4525%) calendar days of Landlord’s actual knowledge of the full insurable value thereof and if the damage thereto is such damage) that the damage can Premises may be repaired in repaired, reconstructed or restored within a manner necessary to cause it to be in the same condition as it was on the Tender Date within period of one hundred-hundred eighty (180) days after from the date Landlord becomes aware learns of the necessity for repairs as a result of the damage and said insurance proceeds are available and sufficient to cover the cost of such damage and provided that there are sufficient insurance proceeds available to repair such damagerepairs, then Landlord shall commence and proceed diligently with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration is such as to require a period longer than such one hundred eighty (180) day period or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs; Landlord either may elect to so repair, reconstruct or restore the Premises and this Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore the Premises and this Lease shall in such event terminate. If, in Landlord’s estimation, Under any of the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, belowconditions of this Subparagraph 22(a), Landlord may elect in shall give written notice to Tenant of its sole discretion exercised in good faith intention within sixty (60) days from the date Landlord learns of the necessity for repairs as a result of the damage. Upon the occurrence of any damage to either: the Premises, Tenant shall assign to Landlord (aor to any party designated by Landlord) terminate this Lease or (b) restore all insurance proceeds payable to Tenant under Tenant’s insurance for the Premises leasehold improvements and alterations; provided, however, that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to substantially Landlord prior to Landlord’s repair of the same condition which existed on damage. In the Tender Date and this Lease will continue. 4.9.2 If event Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect this Lease shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent have terminated as of the date of such destruction. (b) Upon any termination of this Lease under any of the provisions of this Paragraph 22, the parties shall be reduced during released thereby without further obligation to the period of Landlord’s restoration other from the date possession of the Premises in proportion is surrendered to the portion of the Premises Landlord except for items which is not usable have theretofore accrued and are then unpaid. (or accessiblec) by Tenant as a result of such casualty and is not being used by Tenant (except that in In the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Daterepair, then all Rent shall be fully abated) until the date on which Landlord substantially completes its reconstruction and restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal herein provided, the Basic Rent provided to be paid under this Lease shall be abated proportionately with the applicable deductible under Landlord’s insurance policy. Tenant agrees degree to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, 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. (e) In the event that damage is due to any cause other than fire or other peril covered by extended coverage insurance. 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 Premises (i) which were originally provided at Landlord’s expense or (ii) which were required to be insured by Landlord hereunder or (iii) for which Landlord has received insurance proceeds from insurance required to be carried by Tenant hereunder, and the repair and restoration of all other items 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 this Lease, including this Paragraph 22, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any statute or regulation with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other related losses statute or damages incurred by regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises. (i) Tenant during acknowledges that the rights of any lender holding a mortgage or deed of trust against the Premises (“Secured Lender”) to any insurance proceeds applicable to the Premises shall be superior to the rights of Landlord and Tenant to such proceeds. Landlord agrees to use commercially reasonable efforts to cause the Secured Lender to make such insurance proceeds available to Landlord for reconstruction periodas contemplated in this Lease. If a Secured Lender will not make such proceeds available for reconstruction, and Landlord is unwilling to provide the sums necessary for reconstruction, then Landlord may elect to terminate this Lease within thirty (30) days following receipt of notice that such sums will not be made available for reconstruction.

Damage or Destruction. 4.9.1 (a) If the Premises are damaged Building should be totally destroyed by fire, earthquake tornado or other casualty (casualty, or if the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to Building should be performed within forty-five (45) calendar days of so damaged thereby that rebuilding or repairs cannot in Landlord’s actual knowledge reasonable estimation be completed within the Restoration Period, this Lease shall terminate and the Rent shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage. (b) that If the damage can Building should be repaired in a manner necessary to cause it damaged by any peril covered by insurance to be provided by Landlord under Section 12.01, but only to such extent that rebuilding or repairs can in Landlord’s estimation be completed within the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage Restoration Period, this Lease shall not terminate, and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall at its sole cost and expense thereupon proceed with reasonable diligence to restore rebuild and repair the Premises Building to substantially the condition in which it existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required including damage to plate glass caused by subparagraph 4.14.2, belowa windstorm), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided except that Landlord shall not be obligated required to restore Tenant Improvements rebuild, repair or replace any part of the partitions, fixtures, additions and Tenant Alterations installed other improvements which may have been placed in, on or about the Premises by Tenant you except that Landlord may elect not to rebuild if such damage occurs during the last year of the term of the Lease exclusive of any option which is unexercised at the time of such damage. If the Premises are untenantable in whole or Tenant’s furniturein part following such damage, fixtures or equipmentthe Rent payable hereunder during the period in which they are untenantable shall be reduced to such extent as may be fair and reasonable under all of the circumstances. If Landlord shall promptly provide Tenant with should fail to complete the repairs and rebuilding within the Restoration Period, you may, at your option, terminate this Lease by delivering written notice of its election termination to restore Landlord as your exclusive remedy, whereupon all rights and or obligations hereunder shall cease and terminate. Should construction be delayed because of a Force Majeure Event, the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect Restoration Period shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during extended for the period of Landlord’s restoration of the Premises in proportion time Landlord is so delayed. (c) Notwithstanding anything herein to the portion of the Premises which is not usable (or accessible) by Tenant as contrary, if a result of such casualty and is not being used by Tenant (except that in the event Superior Mortgagee requires that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior insurance proceeds be applied to the Casualty Dateindebtedness secured by a mortgage encumbering the Building, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to you within fifteen (15) days after such requirement is made by the Superior Mortgagee, whereupon all Rent rights and obligations hereunder shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements cease and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodterminate.

Damage or Destruction. 4.9.1 If (a) In the Premises are damaged event of a total destruction of the Building and Improvements during the lease term from any cause, either party may elect to terminate this Lease effective as of the date of the casualty by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt giving written notice of termination to the other party within thirty (30) days after the casualty occurs. A total destruction shall be deemed to have occurred for this purpose if the Building and Improvements are destroyed to the extent of sixty-five percent (65%) or more of the replacement cost thereof. If Landlord estimates this Lease is not terminated, Lessor shall repair and restore the Building and Improvements in a diligent manner and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(f) below. (b) Subject to Paragraph 20(d), in the event of a partial destruction of the Building and Improvements to an extent less than sixty-five percent (65%) of the replacement cost thereof and if the damage thereto can be repaired, reconstructed, or restored within a period of two hundred ten (210) days from the date of such estimate casualty, and if the casualty is from a cause which is insured (or required to be performed insured) under Lessor’s “all risk” property insurance, or is insured under any other coverage then carried by Lessor, Lessor shall forthwith repair the same, and this Lease shall continue in full force and effect, except that Monthly Base Rent and Additional Rent shall be abated in accordance with Paragraph 20(f) below. If any of the foregoing conditions is not met, Lessor shall have the option of either repairing and restoring the Building and Improvements, or terminating this Lease effective as of the date of the casualty by giving written notice of termination to Lessee within thirty (30) days after the casualty, subject to the provisions of Paragraph 20(c). Notwithstanding anything to the contrary contained in this Paragraph 20, except as set forth in Paragraph 20(d), Lessor shall not have the right to terminate this Lease if the cost to repair the damage to the Building and Improvements would cost less than five percent (5%) of the replacement cost of the Building and Improvements, regardless of whether or not the casualty is insured. Notwithstanding anything to the contrary contained in this Paragraph 20, if the cost to repair the damage to the Building and Improvements exceeds five percent (5%) of the replacement cost of the Building and Improvements, and Lessor elects to terminate this Lease, Lessee may nullify the effect of such termination by giving Lessor written notice within ten (10) days after receipt by Lessee of Lessor’s notice of termination that Lessee elects to repair the damage to the Building and Improvements at Lessee’s sole cost (to the extent the costs exceed the proceeds received by Lessor from Lessor’s property insurance), in which event this Lease shall remain in effect, provided that Rent abatement shall not extend beyond the date that the restoration is substantially completed. (c) In the event of a partial destruction of the Building and Improvements to an extent equal to or exceeding twenty-five percent (25%), but less than sixty-five percent (65%) of the replacement cost thereof, or in the event the damage thereto cannot be repaired, reconstructed, or restored within a period of two hundred ten (210) days from the date of such casualty, Lessee may terminate this Lease by giving written notice of termination to Lessor within thirty (30) days after the casualty. The foregoing shall not affect Lessor’s termination rights under subparagraph (b) above. Furthermore, if such casualty is from a cause which is not insured under Lessor’s “all risk” property insurance, or is not required by this Lease to be insured under any other insurance carried by Lessor or required hereunder to be carried by Lessor, Lessor may elect to repair and restore the Building and Improvements (provided that Lessee has not elected to terminate this Lease pursuant to the first sentence of this Paragraph 20(c)), or Lessor may terminate this Lease effective as of the date of the casualty by giving written notice of termination to Lessee, subject to the limitations of Paragraph 20(b). Lessor’s election to repair and restore the Building and Improvements or to terminate this Lease, shall be made and written notice thereof shall be given to Lessee within forty-five (45) calendar days after the casualty. Notwithstanding the foregoing, (1) if Lessor has not obtained all necessary governmental permits for the restoration and commenced construction of Landlordthe restoration within one hundred twenty (120) days after the casualty, Lessee may terminate this Lease by written notice to Lessor given at any time prior to the actual commencement of construction of the restoration; or (2) if Lessor elects to repair and restore the Building and Improvements under subparagraph (b) or (c) above, but the repairs and restoration are not substantially completed within two hundred ten (210) days after the casualty plus the period of any delays in the completion of the repairs and restoration caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God (“force majeure delays”), Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after the expiration of said period of two hundred ten (210) days after the casualty (plus the period of any force majeure delays, but not by more than sixty (60) additional days), provided that the repairs and restoration have not been substantially completed prior to the receipt of such notice by Lessor. (d) Notwithstanding anything to the contrary contained in this Paragraph 20, if at any time during the last twelve (12) months of the initial term of this Lease or at any time during the last twelve (12) months of the option period, if exercised, there is damage to the Building and Improvements for which the cost to repair exceeds five percent (5%) of the replacement cost of the Building and Improvements, whether or not an insured loss, Lessor may, at Lessor’s actual knowledge option, terminate this Lease effective sixty (60) days following the date of occurrence of such damage by giving written notice to Lessee of Lessor’s election to do so within fifteen (15) days after the date of such damage. Provided, however, that if Lessor elects to terminate this Lease and Lessee is not then in default hereunder and provided further that the partial destruction of the Building and Improvements is to an extent less than sixty-five percent (65%) that of the replacement cost thereof and the damage can be repaired in repaired, reconstructed, or restored within a manner necessary period of two hundred ten (210) days following the date of the casualty, then Lessee may negate Lessor’s election to cause it to be in the same condition as it was on the Tender Date terminate this Lease by (1) exercising such option within one hundred-eighty ten (18010) days after Landlord becomes aware receipt of Lessor’s termination notice (but not later than the date on which such option expires), and (2) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs. Subject to the foregoing conditions, if Lessee duly exercise such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor’s expense, repair such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage as soon as reasonably possible and this Lease shall not terminatecontinue in full force and effect. If, in Landlord’s estimation, If Lessee fails to exercise such option prior to the damage cannot be repaired within expiration date of the option and provide such 180 day funds or assurance during such period, or if either of the foregoing conditions with respect to the extent of the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2restoration period is not satisfied, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate then this Lease shall terminate as of the date set forth in the first sentence of this subparagraph (d). (e) If this Lease is not terminated by Lessor or (b) restore Lessee pursuant to the Premises to substantially foregoing provisions, Lessor shall complete the same condition which existed on the Tender Date repairs in a diligent manner and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 aboveshall continue in full force and effect, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided except that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Monthly Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises abated in proportion accordance with Paragraph 20(f) below. (f) Subject to the portion limitation in the last sentence of the Premises which is not usable (or accessibleParagraph 20(b) by Tenant as a result of such casualty and is not being used by Tenant (except that above in the event that of repair, reconstruction, or restoration as provided herein, the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Monthly Base Rent and Additional Rent shall be fully abated) until abated proportionally in the date on ratio which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of TenantLessee’s use of the Premises is impaired during the period of such repair, reconstruction, or restoration, from the date of the casualty until such repair, reconstruction or restoration is completed. (g) With respect to any destruction of the Building and Improvements which Lessor is obligated to repair, or may elect to repair, under the terms of this Paragraph 20, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by the parties. Lessor’s obligation to repair and restore the Building and Improvements shall include the Tenant Improvement Work referred to in Paragraph 13(a). Lessor shall also repair and restore any other related losses leasehold improvements constructed thereafter by Lessor, or by Lessee with Lessor’s prior written consent. Lessor’s time for completion of the repairs and restoration of the Building and Improvements referred to above shall be extended by a period equal to any delays caused by strikes, labor disputes, unavailability of materials, inclement weather, or acts of God, but not by more than forty-five (45) days. (h) In the event of termination of this Lease pursuant to any of the provisions of this Paragraph 20, the Monthly Base Rent and Additional Rent shall be apportioned on a per diem basis and shall be paid to the date of the casualty. In no event shall Lessor be liable to Lessee for any damages incurred resulting to Lessee from the occurrence of such casualty, or from the repairing or restoration of the Building and Improvements, or from the termination of this Lease as provided herein, nor shall Lessee be relieved thereby from any of Lessee’s obligations hereunder, except to the extent and upon the conditions expressly set forth in this Paragraph 20, and except in the event of termination of this Lease by Tenant during any reconstruction periodeither party in which case Lessee shall be relieved of its obligations under this Lease that accrue from and after the date of such termination, except for obligations which survive the expiration or termination of this Lease by the express provisions hereof.

Damage or Destruction. 4.9.1 If either the Building, the Project or the Premises are should be partially or wholly destroyed or damaged by fire, earthquake fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (and such estimate to damage or destruction cannot in Landlord’s reasonable judgment be performed repaired or substantially restored within forty-five (45) calendar 120 days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware date of such damage and provided that there are sufficient insurance proceeds available to repair such damageor destruction, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage so notify Tenant and this Lease shall not terminate. Ifeither party hereto may, in Landlord’s estimationat its option, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore by giving written notice thereof to the other party within 30 days after the date of such “casualty, provided, however, that Tenant shall not have the right to terminate if the Premises can be used by Tenant without major disruption of its operations as a Consulate General and are accessible, notwithstanding the damage or destruction or can be restored to a condition which is usable by Tenant as the office of a Consulate General and can be made accessible to Tenant within such 120 day period. In such event, rent shall be apportioned to and shall cease as of the date of such casualty. If neither party exercises this option, then the Premises shall be reconstructed and restored, at Landlord’s expense, to substantially the same condition which existed on as they were prior to the Tender Date casualty, provided that, if Tenant has made any alterations, additions or improvements pursuant to Article 11 or if tenant improvements have been constructed at a cost in excess of costs paid or reimbursed by Landlord, then Tenant shall reimburse Landlord for the excess cost of reconstructing the same whether or not the cost of restoration exceeds the cost of initial construction. In the event of such reconstruction, rent shall be abated in proportion to the area of the Premises not capable of use by Tenant from the date of the casualty until substantial completion of the reconstruction repairs and this Lease will continue. 4.9.2 shall continue in full force and effect for the balance of the Term. If Landlord elects to restore the Project, the Building or the Premises under subparagraph 4.9.1 aboveshould be damaged by fire or other casualty and, in Landlord’s judgment, the Premises can be substantially restored within 120 days of the date of such damage, then Landlord shallsuch damaged part of the Premises shall be reconstructed and restored, at its sole cost and Landlord’s expense, restore the Premises with reasonable diligence to substantially the same condition existing on as they were prior to the Tender Date; casualty, provided that if Tenant has made any alterations, additions or improvements or if tenant improvements have been constructed for a cost in excess of amounts paid by Landlord, then Tenant shall reimburse Landlord shall for the excess cost of reconstructing the same whether or not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipmentthe cost of reconstruction exceeds cost of initial construction. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during abated in the period of Landlord’s restoration proportion which the approximate area of the Premises in proportion to the damaged and destroyed portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that bears to the total area in the event that Premises from the portion date of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business casualty until substantial completion of the reconstruction repairs; and this Lease shall continue in full force and effect for the balance of the Premises Term. Landlord shall use reasonable diligence in the manner it had been conducted prior to the Casualty Date, then all Rent completing such reconstruction repairs. In any case where Landlord shall be fully abated) until performing reconstruction or restoration under this Article 17, Landlord will proceed with due diligence to prepare plans, obtain permits and complete the date on which Landlord substantially completes its reconstruction or restoration. If the reconstruction or restoration of the Premises to a condition in which the condition Premises are restored for use as existing a Consulate General office and are accessible to Tenant is not completed within 270 days after the earlier of (1) the date Landlord commences the actual reconstruction or restoration work on site (as opposed to the Tender Dateplanning and permitting process) or (2) ninety (90) days after the date of the damage or destruction, then Tenant may within ten (10) days after the expiration of such 270 day period elect to terminate this Lease by giving written notice thereof to Landlord, in which case rent shall be prorated to the date of termination, Tenant’s security deposit shall be returned, after deduction of any amount thereof to which Landlord shall be entitled, and neither party shall have any further liability to the other under this Lease, except under the indemnification provisions contained in this Lease. When performing such restorationNotwithstanding anything else to the contrary contained in this Article 17, Landlord will not be obligated shall have no obligation to spend pay for the repair or restoration of damage or destruction to the Premises caused by fire or other casualty more than the net amount of the insurance proceeds received payable for the benefit of Landlord by Landlord as a result reason of such Casualty damage or destruction, plus an amount equal to the applicable deductible under Landlord’s insurance policy. any amounts actually paid by Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction excess of the Tenant Improvements and cost of reconstructing tenant improvements over the Tenant Alterations, if any, and for the loss original cost of Tenant’s use of the Premises and any other related losses or damages incurred such tenant improvements paid initially by Tenant during any reconstruction periodLandlord.

Damage or Destruction. 4.9.1 (a) If the Premises are damaged by fireany Leased Item is damaged, earthquake or other casualty which damage does not constitute an “Event of Loss” (the “Casualty”as defined below). Tenant , Lessee shall give Landlord prompt written notice thereof. If Landlord estimates promptly notify Lessor and within sixty (such estimate to be performed within forty-five (4560) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner , or as soon thereafter as practical, proceed diligently to make any repairs necessary to cause it return the Leased Item to be in the same its condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available immediately prior to repair such damage. As between Lessor and Lessee, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect repairs shall be deemed Landlordmade at Lessee’s decision not to restoreexpense. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net Any insurance proceeds received by Landlord Lessee in connection with such damage shall be applied: (i) first, to reimburse Lessee for all costs and expenses incurred by Lessee related to such damage, and (ii) second, with any surplus promptly paid to Lessor. (b) In the event that any Leased Item is taken or condemned by a governmental authority, destroyed, lost, stolen or, in Lessee’s judgment, damaged to an extent that repair is not economical or as a result to render it unfit for normal use (each, an “Event of such Casualty plus Loss”), Lessee will promptly notify Lessor, and Lessee shall pay to Lessor in cash within sixty (60) days following the Event of Loss, an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look Stipulated Loss Value of the Leased Item subject to the provider Event of Tenant’s insurance for coverage Loss (calculated based on the Stipulated Loss Value for the reconstruction month preceding the month in which the Event of Loss occurred), minus all insurance proceeds or other recovery received by Lessor or any Assignee with respect to the Event of Loss. Upon such payment by Lessee in full, Lessee’s obligations (except for such obligations that expressly survive expiration or termination of the Tenant Improvements applicable Equipment Schedule) with respect to such Leased Item, including but not limited to the obligation to pay Rent for the Leased Item, shall cease and Lessor shall deliver to Lessee a ▇▇▇▇ of sale conveying to Lessee all of Lessor’s right, title and interest to such Leased Item, including such title as Lessor acquired at the Tenant Alterationsinception of the applicable Equipment Schedule, if anyfree of any liens and encumbrances by, through or under Lessor, its successors or any Assignee or the agents or employees of any of them (except for Lessee, its successors or assigns or the agents or employees of any of them). Any insurance proceeds or recovery received by Lessee in connection with such Event of Loss shall be applied: (i) first, to payment of the Stipulated Loss Value amount payable to Lessor pursuant to this Section (to the extent not previously paid by Lessee), (ii) second, to reimburse Lessee for that portion of the Stipulated Loss Value amount paid by Lessee, (iii) third, to reimburse Lessee for all costs and expenses incurred by Lessee related to such Event of Loss, and for (iv) fourth, with any surplus promptly paid to Lessor. (c) In the loss event of Tenant’s use (i) damage to a Leased Item pursuant to paragraph 12(a), or (ii) an Event of Loss pursuant to paragraph 12(b), then in either such event any insurance proceeds or other recovery received by Lessor or any Assignee in connection therewith shall be applied: (i) first, to payment of the Premises Stipulated Loss Value amount payable to Lessor or to the payment of the cost to repair, as provided in Section 12(a) and any other related losses (b) as the case may be (to the extent not previously paid by Lessee), (ii) second, to reimburse Lessee for that portion of the Stipulated Loss Value amount or damages that portion of the cost to repair, paid by Lessee, (iii) third, to reimburse Lessee for all costs and expenses incurred by Tenant during Lessee related to such damage or Event of Loss, and (iv) fourth, with any reconstruction periodsurplus retained by Lessor. Payment by Lessor to Lessee under clauses (ii) or (iii) shall be made promptly upon Lessee’s request.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). casualty, Tenant shall give Landlord prompt immediate written notice thereofthereof to Landlord. Within sixty (60) days after receipt of such notice from Tenant, Landlord shall notify Tenant in writing of its estimate of the time necessary to repair the damage. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in accordance with the same condition as it was on the Tender Date then-existing Governmental Requirements within one hundred-eighty (180) days after Landlord becomes aware is notified by Tenant of such damage and provided that if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore restores the Premises under subparagraph 4.9.1 abovethis paragraph, then Landlord shall, at its sole cost shall use commercially reasonable efforts to proceed toward completion of the restoration and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated required to repair or restore Tenant Improvements and Improvements, Tenant Alterations installed by Tenant (including Telecommunication Facilities), or Tenant’s any or all furniture, fixtures fixtures, equipment, inventory, improvements or equipment. Landlord shall promptly provide Tenant with written notice other property which was in or about the Premises at the time of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed damage and was not owned by Landlord’s decision not to restore. Base Rent and Additional Rent due under this Lease during any reconstruction period shall be reduced during the period of Landlord’s restoration of the Premises abated in proportion to the portion floor area of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policyuntenantable. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. Notwithstanding anything to the contrary contained herein, in the event that Landlord estimates that the repair of the damage cannot be substantially completed (except for such Punch List Work which does not materially interfere with Tenant’s business operations in the Premises) within one hundred eighty (180) days after the date Landlord is notified by Tenant of the casualty, subject to extension on account of delays caused by adjustment of the insurance loss or by force majeure, then Landlord shall give written notice thereof to Tenant, and Tenant, at its option, may cancel and terminate this Lease by giving written notice which is received by Landlord on or before the thirtieth (30th) day after Tenant has received Landlord’s notice. Further, in the event that Landlord has not substantially completed the repair and restoration of the Premises (except for such Punch List Work which does not materially interfere with Tenant’s business operations in the Premises) within one hundred eighty (180) days after the date Landlord is notified by Tenant of the casualty, subject to extension on account of delays caused by adjustment of the insurance loss or by force majeure, then Tenant, at its option, may cancel and terminate this Lease upon thirty (30) days written notice to Landlord if the repair and restoration have not been substantially completed within such thirty (30) day period. If Tenant elects to exercise the option to terminate as set forth in this Paragraph, Tenant shall be released from all of its liabilities and obligations hereunder accruing from and after the date of termination, but Tenant shall remain liable for the payment of Rent and other charges and the performance of the terms and provisions of this Lease due and owing or accrued up to and including the date of termination. 4.9.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within forty (40) Business Days after the occurrence of such damage if Landlord is also terminating the leases of other tenants in the Building who are similarly situated to Tenant. Such notice shall be effective twenty (20) Business Days after receipt by Tenant unless a later date is set forth in Landlord’s notice. 4.9.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness or if the insurance proceeds are otherwise inadequate to complete the repair of the damages to the Premises, the Building or both, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after Landlord is notified of such requirement. 4.9.4 Notwithstanding the foregoing, if the Premises or the Building are wholly or partially damaged or destroyed within the final six (6) months of the Lease Term, Landlord may, at its option, elect to terminate this Lease upon written notice to Tenant within thirty (30) days following such damage or destruction. Further, in the event that the Premises are damaged or destroyed within the final six (6) months of the Lease Term and such damage would require more than thirty (30) Business Days to repair, then Tenant may, at its option, terminate this Lease by written notice to Landlord within thirty (30) days following such damage of destruction.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises are damaged provisions of subsection (b) below, Buyer shall be bound to purchase the Property for the Purchase Price as required by fire, earthquake the terms of this Agreement without regard to the occurrence during the Contract Period of any damage to or other casualty destruction of the Improvements (the “Casualty”"Contract Period Damage"). Tenant Buyer shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired receive a credit in a manner necessary to cause it to be escrow in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware amount of such damage any deductible under Seller's insurance policies and provided that there are sufficient any insurance proceeds available to repair (net of reasonable costs incurred in securing such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed proceeds) collected by Seller prior to the Closing Date as a result of any Contract Period Damage and not expended by Seller on repair, replacement or restoration of the Property pursuant to subsection (c) below. Seller promptly shall deliver to Buyer any such insurance proceeds as shall be collected by Seller following the Closing Date. (b) Notwithstanding the foregoing, if the cost of repair, replacement or restoration of the Property attributable to any Contract Period Damage exceeds $100,000.00, either party may elect to terminate this Agreement by written notice to the other given not more than ten (10) days following notice to Buyer of the event of damage or destruction and this Lease not later than one day prior to the Closing Date. If the Contract Period Damage arises out of an uninsured risk, Seller shall not terminate. Ifelect, in Landlord’s estimation, the damage cannot be repaired by written notice given within such 180 10-day period, either to terminate this Agreement or to close escrow as contemplated in this Agreement with a reduction in the destruction was cased by an uninsurable Purchase Price equal to the cost of repair, replacement or restoration of the Property. Upon termination of this Agreement pursuant to this paragraph, the Deposit shall be returned to Buyer. In the event or if there are insufficient insurance proceeds available neither party timely elects to repair such damage (provided Landlord maintains terminate this Agreement pursuant to this subsection, the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: provisions of subsection (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continueabove shall be applicable. 4.9.2 If Landlord elects to restore (c) Upon the Premises under subparagraph 4.9.1 aboveoccurrence of any Contract Period Damage, then Landlord shallSeller may, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord but shall not be obligated to, use any insurance proceeds collected with respect to such Contract Period Damage to repair, replace or restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipmentthe Property to the extent reasonably feasible prior to the Closing Date. Landlord shall promptly provide Tenant with written notice of its Seller's election to restore commence the Premisesrepair, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s replacement or restoration of the Premises in proportion Property prior to the portion Closing Date shall in no way imply that Seller has made any representation or warranty with respect to any work performed in connection with such repair, replacement or restoration ("Seller's Repairs"). The plans, materials, choice of contractor and all other material aspects of the Premises performance of Seller's Repairs shall be subject to Buyer's review and approval (which is shall not usable (or accessiblebe unreasonably withheld) by Tenant as a result of such casualty and is not being used by Tenant (except that to the general disclaimer set forth in Section 2.3 above. In the event that Buyer does not approve any aspect of Seller's Repairs in writing within five (5) days following Seller's request for such approval, Seller may, at its option, terminate this Agreement by written notice delivered to Buyer on or before the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business Closing Date. (d) Notwithstanding anything in the balance of the Premises in the manner it had been conducted prior this Agreement to the Casualty Datecontrary, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s be credited or delivered to Buyer pursuant to this Section 7.1 shall exclude business interruption or rental loss insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterationsproceeds, if any, and for allocable to the loss of Tenant’s use period through the Closing Date, which proceeds shall be retained by Seller. (e) If, prior to the Closing Date, there shall be any condemnation or eminent domain proceedings instituted or pending against any part of the Premises Property, then Buyer may elect to terminate this Agreement by written notice given to Seller and the Title Company within ten (10) days after Buyer has received notice from Seller of such proceedings. Upon such notice to Seller, the Deposit shall be returned to Buyer, and upon such return, this Agreement shall terminate and be null and void and of no further force or effect. Failure of Buyer to notify Seller and the Title Company within said ten (10) days that Buyer has elected to terminate this Agreement, shall be deemed to mean that Buyer has elected not to terminate this Agreement. If Buyer does not so elect to terminate this Agreement, then the transaction contemplated herein shall take place as provided herein without abatement of the Purchase Price, and there shall be paid or assigned to Buyer on the Closing Date all interest of Seller in and to any other related losses condemnation awards which have been or damages incurred by Tenant during any reconstruction periodmay be payable to Seller on account of such occurrence.

Damage or Destruction. 4.9.1 11.1 If the Premises or the Facility Improvements are damaged by fire, earthquake fare or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damageany casualty, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord Lessee shall, at its sole cost and expense, and subject to the provisions of this Section, promptly commence and diligently pursue to completion the repair of such damage upon receipt of any applicable insurance proceeds so that the Premises are restored to a condition of similar quality, character, and utility for Lessee's purposes existing in the Premises prior to such damage. Notwithstanding anything contrary contained herein, if the Premises are not repaired and restored within five (5) years from the date of damage, Lessor may terminate the Lease at any time before Lessee completesthe repairs and delivers the Premises after the expiration of such time. If Lessor does not so terminate, Lessee shall diligently continue to restore the Premises. 11.2 If damage or destruction is caused by a peril not required to be insured against hereunder and for which insurance proceeds are not available, Lessee is not relieved of its obligations under this Section to repair and restore the Premises with reasonable diligence at its sole cost and expense. 11.3 If Lessee is required to substantially repair or restore the same condition existing Premises under any provision of this Section and Lessee's use of the Premises is materially and adversely affected, then until Lessee completes such repair or restoration, rent and all other charges payable by Lessee hereunder shall ▇▇▇▇▇ based on the Tender Date; provided that Landlord degree of damage and the impact such damage and repairs have on Lessee's use and the relation of such impact to the charges contemplated. Notwithstanding any provision of this Section to the contrary, in no event shall this Section be deemed to require Lessor to share in and/or be responsible for the costs of restoration and repair of the Premises caused by fire or other casualty. 11.4 Notwithstanding anything in this Article 11 to the contrary, if a casualty event occurs during the last five (5) years of the Term of this Lease, then Lessee may terminate this Lease, in which event Lessee shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant repair or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice Premises but shall also specify the expected duration of such restoration. Failure assign to so elect shall be deemed Landlord’s decision not Lessor any rights to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion insurance proceeds (other than business interruption proceeds) payable with respect to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodloss.

Damage or Destruction. 4.9.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). 22.1 Tenant shall give Landlord prompt written notice thereofto Landlord immediately upon any damages to or destruction of the Premises if the loss sustained exceeds $10,000. If Landlord estimates In the event of damage to or destruction of all or any portion of the Premises or the improvements and fixtures thereon (such estimate to be performed within forty-five (45collectively, "improvements") calendar days of Landlord’s actual knowledge of such damage) that arising from a risk covered by the damage can be repaired insurance described in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damageSection 21.2, then Landlord shall within a reasonable time commence and proceed with reasonable diligence diligently to repair, reconstruct and restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If(collectively, in Landlord’s estimation, the damage cannot be repaired within "restore") such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises improvements to substantially the same condition which existed on as they were in immediately prior to the Tender Date and casualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Except as expressly set forth below, this Lease will continueshall continue in full force and effect, notwithstanding such damage or destruction. One half (1/2) of any cost (but not to exceed $25,000) of restoration in excess of the insurance proceeds shall be paid by Tenant as Operating Expenses pursuant to Section 7.1. 4.9.2 If 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not fully covered by the insurance described in Section 21.2, Landlord elects may elect to (1) terminate the Lease if the cost of repair or restoration is estimated to exceed $500,000, or (2) at its expense commence and proceed diligently to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence improvements to substantially the same condition existing on as they were in immediately prior to the Tender Date; provided that casualty, in which case this Lease shall continue in full force and effect. In satisfying its obligations under this Article 22, Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election required to restore the PremisesPremises with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which notice shall also specify consent will not be unreasonably withheld, Landlord may restore the expected duration of such restorationdamage or destruction with improvements reasonably equivalent to those damaged or destroyed. Failure to so elect Nothing in this subsection, however, shall be deemed Landlord’s decision construed to relieve Tenant of any other obligations under this Lease, including the obligation to pay Rent. Notwithstanding anything to the contrary contained in this Article, in the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not fully covered by the insurance described in Section 21.2. Tenant may elect to restore. Base Rent and Additional Rent terminate the Lease if the Premises cannot reasonably be expected to be restored within six months following the date of the damage or destruction. 22.3 In the event of damage, destruction and/or restoration as herein provided, if the Lease is not terminated pursuant to Section 22.2 there shall be reduced during no abatement of Rent, and Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration. 22.4 Notwithstanding anything to the period of Landlord’s contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the Premises in proportion improvements after the occurrence of such damage or destruction by reason of acts of God, war, government restrictions, inability to procure the portion necessary labor or materials, strikes, or other causes beyond the control of Tenant (but excluding economic conditions or financial inability to perform), the Premises which is not usable (time for Landlord to commence or accessible) by Tenant complete restoration shall be extended for the time reasonably required as a result of such casualty event. 22.5 If restoration is required pursuant to this Article, Landlord shall prepare final plans and is specifications and working drawings for the work in compliance with all applicable laws. The plans and specifications and working drawings shall be subject to the approval of Tenant, which approval shall not being used be unreasonably withheld, within thirty (30) days after receipt and the approval of Landlord's lenders if required by such lenders. Landlord shall submit the plans and specifications as soon as reasonably practicable, but in no event later than one hundred twenty (120) days after the casualty. Landlord shall commence the restoration .within thirty (30) days after issuance of all necessary. permits and approvals and shall continue the work diligently to completion thereafter. 22.6 Tenant (except waives the provisions of Civil Code Section 1932(2) and 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties' rights and obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 15.01 If all or a portion of the Premises are is damaged or destroyed by fire, earthquake fire or other casualty (the “Casualty”). casualty, Tenant shall will immediately give Landlord prompt written notice thereofto Landlord of the casualty. If Landlord estimates shall, within sixty (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (18060) days after Landlord becomes aware the discovery of such damage and provided that there are sufficient insurance proceeds available to repair such damagecasualty, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, notify Tenant in Landlord’s estimation, writing if the damage cannot be repaired within such 180 day period, one hundred eighty (180) days from the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available date restoration commences. 15.02 Landlord will have the right to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or 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 (so long as Landlord carried the insurance required of Landlord pursuant to this Lease); (b) restore Landlord determines that the Premises to substantially or the Building cannot be repaired within 180 days from the date restoration commences; (b) the Premises are damaged or destroyed within the last 6 months of the Term; (d) Tenant is in Default of this Lease after the expiration of any applicable notice and cure period at the time of the casualty; or (e) the Property, or the Building in which the Premises is located, is damaged such that the cost of repair of the same condition which existed on would e xceed 50% of the Tender Date and this Lease will continue. 4.9.2 replacement cost of the same. If Landlord elects to terminate this Lease, Landlord will be entitled to retain all Tenant insurance proceeds applicable to the Tenant Improvements and any other improvements paid for by Landlord or located within the Premises as of the date of this Lease and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds related thereto payable to Tenant under Tenant's insurance, excepting those attributable to Tenant’s Alterations paid for by Tenant, furniture, fixtures, equipment, and any other personal property. If the Lease is not terminated pursuant to this Section 15.01 or pursuant to Section 15.03 below, Landlord shall proceed promptly and diligently to adjust the loss with applicable insurers, to secure all required governmental permits and approvals, and to repair or restore the Premises under subparagraph 4.9.1 aboveor the portion of the Building necessary for Tenant’s occupancy. This Lease shall remain in full force and effect, then Landlord shall, at its sole cost and expense, restore subject to Tenant’s right to receive a rent abatement for that portion of the Premises with reasonable diligence rendered unusable for the normal conduct of Tenant’s business pursuant to substantially Section 15.02 below. 15.03 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair the same condition existing on the Tender Date; provided that Premises and this Lease shall continue. The repair obligation of Landlord shall not be obligated limited to restore repair of the Premises excluding any Tenant Improvements Improvements, Tenant Alterations, and Tenant Alterations installed by Tenant or any personal property and trade fixtures of Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during During the period of Landlord’s restoration of the Premises repair, rent will be abated or reduced in proportion to the portion of the Premises degree to which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises is impaired, as reasonably determined by Landlord. However, rent will not be abated if the casualty was caused by the gross negligence or willful misconduct of Tenant or any of its agents. 15.04 In addition to Landlord's right to terminate as provided herein, Tenant shall have the right to terminate this Lease if all or substantial portion of the Premises or reasonable access thereto has been damaged by fire or other casualty rendering the Premises unusable and (a) the Landlord has notified Tenant that such damage cannot be fully repaired within 180 days from the date restoration commences; or (b) the Premises are damaged or destroyed within the last six (6) months of the then-applicable Term. Tenant shall have a period of fifteen (15) days following the date of Landlord’s notice pursuant to Section 15.01 within which Tenant may elect to terminate this Lease, upon thirty (30) days’ advance written notice to Landlord. Tenant's termination right desc ribed in the preceding sentence shall not apply if the damage was caused by the gross negligence or willful misconduct of Tenant or any other related losses or damages incurred by Tenant during any reconstruction periodEntity.

Damage or Destruction. 4.9.1 If 22.1 In the event of damage to or destruction of all or any portion of the Premises are damaged or the improvements and fixtures thereon (collectively, "improvements") arising from a risk covered by firethe insurance described in Section 21.2, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall within a reasonable time commence and proceed with reasonable diligence diligently to repair, reconstruct and restore (collectively, "restore") the Premises to substantially the condition which existed prior to the damage Site Improvements and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises Building Shell to substantially the same condition which existed on as they were in immediately prior to the Tender Date casualty, and this Lease will continue. 4.9.2 If Landlord elects Tenant shall within a reasonable time commence and proceed diligently to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence Tenant Improvements to substantially the same condition existing on as they were in immediately prior to the Tender Datecasualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements and Building Shell, and for all costs of restoration of the Site Improvements and Building Shell in excess of insurance proceeds for the Site Improvements and Building Shell. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to restore the Site Improvements and Building Shell to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (ii) occurs at any other time and the expense of restoration to either Landlord or Tenant exceeds $500,000, the party responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration. 22.3 In satisfying its obligations under this Article 22, neither party shall be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the other party, which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent, and Tenant shall not be obligated entitled to restore Tenant Improvements and Tenant Alterations installed any compensation or damages occasioned by Tenant any such damage, destruction or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during Notwithstanding the period of Landlord’s foregoing, in the event restoration of the Premises in proportion Site Improvements and Building Shell cannot reasonably be completed within nine (9) months following the damage or destruction, Landlord will give notice thereof to Tenant within sixty (60) days following such damage or destruction, and Tenant at its election may by written notice to Landlord terminate this Lease effective nine (9) months following such damage or destruction. In the event of such termination, Tenant shall have no responsibility for contributing to the portion expense of restoration. 22.5 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the Premises which is not usable improvements after the occurrence of such damage or destruction by reason of acts of God, war, government restrictions, inability to procure the necessary labor or materials, strikes, or other causes beyond the control of Landlord (but excluding economic conditions or accessible) by Tenant financial inability to perform), the time for Landlord to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company, which adjustment shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, and is not being used the proceeds shall be paid to a fund control escrow established by Landlord and Tenant (except for the purpose of paying for the restoration required by this Article 22. 22.7 Tenant waives the provisions of Civil Code Section 1932(2) and 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties' rights and obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 (a) If during the term of this Lease the Premises are damaged by fire, earthquake fire or other casualty (casualty, but not to the “Casualty”). Tenant extent that Lessee is prevented from carrying on business in the Premises, Lessor shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate promptly cause the Premises and the improvements thereon to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, restored at its sole cost and expense, restore the Premises with reasonable diligence risk to substantially the same condition existing on in which they existed prior to such damage. If such damage renders any portion of the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniturePremises untenantable, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent rent reserved hereunder (except for variable rent) shall be reduced during the period of Landlord’s restoration its untenantability proportionately to the amount by which the area so rendered untenantable bears to the entire area of the Premises in proportion Premises, and such reduction shall be apportioned from the date of the casualty to the portion of date when the Premises is rendered fully tenantable. Provided, however, that if Lessor under a Materials Handling Service Agreement then in existence between Lessor and Lessee, can meet Lessee's service requirements for the Premises without additional cost to Lessee, despite the damage to the Premises, then no abatement of rent shall occur. Notwithstanding the foregoing, in the event such fire or other casualty damages or destroys any of Lessee's leasehold improvements, alterations, betterments, fixtures or equipment (exclusive of any such leasehold improvements, alterations, betterments, fixtures or equipment provided to Lessee by Lessor at Lessor's expense at the commencement of this Lease, which is not usable shall be restored by Lessor), Lessee shall cause the same to be repaired or restored at Lessee's sole expense (other than Lessee's personal property or accessibleequipment, which Lessee may elect, in Lessee's sole discretion, to repair or restore). (b) by Tenant If during the term of this Lease the Premises are rendered wholly untenantable as a result of fire, the elements, or other casualty, Lessor and Lessee shall cause such casualty damage to be repaired in accordance with the provisions of SUBSECTION 15(A). Such restoration shall be completed as promptly as reasonably possible under the circumstances and is not being used by Tenant (except that the fixed rent reserved hereunder shall abat▇ ▇▇▇il the Premises are again rendered tenantable. Notwithstanding the foregoing, in the event that the portion of it is reasonably determined by Lessor and Lessee that the Premises which cannot be repaired by Lessor within one hundred twenty (120) days, and if Lessor is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior unable to the Casualty Dateprovide alternative, comparable warehouse space sufficient to meet Lessee's service requirements without additional cost to Lessee, then all Rent Lessee shall be fully abatedhave the right to terminate this Lease by written notice to Lessor within thirty (30) until days after the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodcasualty.

Damage or Destruction. 4.9.1 4.10.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). casualty, Tenant shall give Landlord prompt immediate written notice thereofthereof to Landlord. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one two-hundred-eighty seventy (180270) calendar days after Landlord becomes aware is notified by Tenant of such damage and provided that if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s 's estimation, the damage cannot be repaired within such 180 270 day period, the destruction was cased by an uninsurable event period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore restores the Premises under subparagraph 4.9.1 abovethis paragraph, then Landlord shall(1) the Lease Term shall be extended for the time required to complete such restoration, at its sole cost (2) Tenant shall pay to Landlord, upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that (3) Landlord shall not be obligated required to repair or restore any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage, Tenant Alterations or Tenant Improvements which are in excess of the building standard Tenant Improvements. Base Rent, Additional Rent and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect any other sum due under this Lease during any reconstruction period shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises abated on an equitable basis in proportion to the portion extent of the Premises which is not usable (damage or accessible) by Tenant as a result destruction, commencing on the date of such casualty damage or destruction and is not being used by Tenant (except that in the event that the portion of continuing until the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policyonce again made tenantable. Tenant agrees to look to the provider of Tenant’s 's insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s 's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.10.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within sixty (60) calendar days after the occurrence of such damage. Such notice shall be effective thirty (30) calendar days after receipt by Tenant unless a later date is set forth in Landlord's notice. 4.10.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) calendar days after such requirement is made by such holder.

Damage or Destruction. 4.9.1 If all or any part of the Premises are or any material portion of the balance of the Real Property is damaged by fire, earthquake fire or other casualty casualty, and the damage can, in Landlord’s reasonable opinion, be repaired within sixty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (4560) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to repair the damage and this Lease shall not terminateremain in full force and effect. IfIf the repairs cannot, in Landlord’s estimationopinion, be made within the damage cannot be repaired within such 180 day sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage sixty (provided Landlord maintains the insurance coverage required by subparagraph 4.14.260)-day period, below), Landlord may elect in its sole discretion exercised in good faith to either: shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease or as of the date specified by Landlord in the notice, which date shall be not less than thirty (b30) restore days nor more than sixty (60) days after the Premises to substantially the same condition which existed on the Tender Date date such notice is given, and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing shall terminate on the Tender Date; provided that date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to restore 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 Improvements (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 installed shall be constructed by Tenant in accordance with Paragraph 9 above regarding Alterations. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice use and occupancy of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure Tenant ceases to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the use any portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty damage, and is the damage does not being used result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant (except that in from conducting, and Tenant does not conduct, its business at the Premises. A total destruction of the Building shall automatically terminate this Lease. In no event that shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the portion whole or any part of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Dateor for any inconvenience occasioned by any such destruction, then all Rent shall be fully abated) until the date on which Landlord substantially completes its rebuilding or restoration of the Premises to Premises, the condition as existing on Building or access thereto, except for the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policyrent abatement expressly provided above. Tenant agrees to look to the provider hereby waives any existing or future law providing for termination of Tenant’s insurance for coverage for the reconstruction hiring upon destruction of the Tenant Improvements thing hired and/or providing for repairs to and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodpremises.

Damage or Destruction. 4.9.1 If (a) In case of damage to or destruction of the Premises are damaged Master Lease Property or any part thereof by fire, earthquake fire or other casualty ("Damage"), Tenant will promptly give written notice thereof to Landlord. If the “Damage is caused by an Insurable Casualty”, Tenant shall, in accordance with the provisions of this Section and all other provisions of this Lease, restore the same as nearly as possible to its condition and character immediately prior to such Damage, subject to Tenant's right to make Alterations in substantial conformity with and subject to the conditions of Section 13 hereof, and in conformity with the plans and specifications required to be prepared pursuant to Section 13 and subject to any restrictions imposed by Applicable Laws ("Restoration"), whether or not insurance proceeds are sufficient to pay in full the cost of the work. The Restoration shall be commenced within sixty (60) days after the loss is finally adjusted with the insurer, the plans, specifications and contract for the Restoration have been approved by Landlord under Section 15(b)(i) and (ii), and all necessary permits for the Restoration have been issued. Tenant shall give pursue such adjustment of the loss, approvals of Landlord, and issuance of permits with reasonable diligence after the Damage. The Restoration shall be prosecuted and completed with reasonable diligence after its commencement, Unavoidable Delays excepted. Landlord prompt written notice thereof. If Landlord estimates (such estimate shall cooperate fully with Tenant in order to obtain the largest possible insurance recovery and shall execute any and all consents and other instruments and take all other actions reasonably necessary to accomplish the same and to cause the insurance proceeds to be performed within forty-five paid as provided in Subsection (45c) calendar below. Version 10 (b) In the event that the cost of Restoration exceeds One Hundred Seventy Thousand Dollars ($170,000), Tenant agrees to furnish to Landlord at least twenty (20) days before the commencement of Restoration, the following: (i) Complete plans and specifications for Restoration prepared by a licensed and reputable architect reasonably satisfactory to Landlord (the "Architect"), which plans and specifications shall meet with the reasonable approval of Landlord’s actual knowledge , together with the approval thereof by all governmental authorities then exercising jurisdiction with regard to such work, and which plans and specifications shall be and become the sole and absolute property of Landlord in the event that, for any reason, this Lease shall be terminated. (ii) A contract then customary in the trade with (A) the Architect, and (B) a reputable and responsible general contractor reasonably approved by Landlord, providing for the completion of Restoration in accordance with said plans and specifications, which contract shall meet with the reasonable approval of Landlord. (iii) Assignment of the contract with the Architect and the general contractor so furnished, duly executed and acknowledged by Tenant, the Architect and the general contractor, by their terms to be effective upon any termination of this Lease or upon Landlord's re-entry upon the Master Lease Property prior to the complete performance of such damagecontracts. (c) All insurance proceeds payable on account of Damage shall be paid to Mortgagee (provided such Mortgagee is an Institutional Mortgagee) or to a trustee designated by Mortgagee ("Insurance Trustee") and applied to the payment of the cost of Restoration, including the cost of temporary repairs or for the protection of the Master Lease Property pending the completion of permanent work pursuant to the plans, specifications and contracts (all of which temporary repairs, protection of Master Lease Property and permanent work shall be deemed to be part of the Restoration). In the event of Damage in which the proceeds of insurance are Five Hundred Thousand Dollars ($500,000.00) or less, such proceeds shall be payable directly to Tenant, in trust, to be applied to the Restoration. Such funds shall be used only for such purposes until the Restoration is completed and any excess proceeds shall be retained by Tenant for its own account. In the event of Damage in which the proceeds of insurance exceed Five Hundred Thousand Dollars ($500,000.00), such proceeds shall be deposited with Mortgagee or with the Insurance Trustee in a bank in the Washington D.C. metropolitan area as designated by Landlord and, upon written request of Tenant, shall be paid out to Tenant from time to time (but no more often than once per month) as Restoration progresses, in trust, for the purposes of paying the cost of Restoration. The receipt by Landlord and its Mortgagee of the following are conditions precedent to each payment of insurance proceeds by the Mortgagee or Insurance Trustee to Tenant: (i) A requisition ("Requisition") signed by Tenant, dated not more than 30 days prior to such request, certifying the following: (A) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, sum then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed requested either has been paid by Tenant or Tenant’s furnitureis justly due to contractors, fixtures subcontractors, materialmen, engineers, architects or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to other persons who have rendered services or furnished materials for the portion of the Premises which is not usable (or accessible) by Tenant as Restoration therein specified, and giving a result brief description of such casualty services and is material and the several amounts so paid or due to each of said persons in respect thereof, and stating that such amounts have not being used by Tenant (except that been the subject of any previous Requisition and do not exceed the value of the services and materials described in the event that Requisition, and stating, in reasonable detail, the portion progress of the Premises which is rendered untenantable precludes Tenant from operating work in connection with Restoration up to the date of the Requisition; (B) that, to the best of Tenant’s business 's knowledge, except for the amount set forth in the balance Requisition and except for any amount related to services or materials furnished after the date of the Premises Requisition, there is no other amount then due for services or materials in connection with Restoration which, if unpaid, might become the manner it had been conducted prior basis of a mechanic's, materialmen's, or similar lien upon the Master Lease Property or any part thereof; and (C) that, to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider best of Tenant’s insurance 's knowledge, the materials, fixtures and equipment for coverage for which payment is being requested pursuant to this Section are substantially in accordance with the reconstruction of the Tenant Improvements plans and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred specifications approved by Tenant during any reconstruction periodLandlord.

Damage or Destruction. 4.9.1 If In the event the Premises are or any portion thereof shall be partially or wholly destroyed or damaged by fire, earthquake fire or other casualty to the extent of less than fifty percent (50%) of the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days total value of Landlord’s actual knowledge of such damage) that the damage can be repaired in Premises as a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damagewhole, then Landlord shall proceed with reasonable diligence to promptly restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of replace the Premises to the condition as existing on prior to such damage or destruction; provided such damage and/or destruction is covered in whole by insurance then in effect (or, if not so covered, provided that Tenant provides satisfactory evidence to Landlord of its ability to pay the Tender Datedifference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises), and this Lease shall continue in full force and effect without abatement of rent. When performing such restoration, Such restoration shall be commenced promptly and pursued by Landlord will not be obligated with reasonable diligence to spend more than the net completion. All insurance proceeds received by Landlord as a result or Tenant on account of such Casualty plus damage or destruction shall be applied to payment of said restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the extent that Landlord's mortgagee requires some or all of the insurance proceeds to be applied to Landlord's mortgage indebtedness, then in such event, Landlord shall have the option to either (i) contribute said amount of the cost of restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord's mortgagee. Notwithstanding the foregoing, to the extent the unavailability or shortfall of insurance proceeds results from Landlord's failure to maintain the insurance it is required to maintain hereunder, Landlord shall contribute money in an amount equal to the applicable deductible under Landlord’s insurance policyproceeds which would have been available. Tenant agrees to look In the event the Premises or any portion thereof shall be partially or wholly destroyed or damaged by fire or other casualty to the provider extent of Tenant’s insurance for coverage for the reconstruction fifty percent (50%) or more of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use total value of the Premises as a whole, then Landlord shall have the sole and exclusive option to either rebuild or replace the Premises or not rebuild or replace the Premises. If Landlord elects to rebuild or replace the Premises, and if all required work is not covered by insurance then in effect, Landlord may require that Tenant provide satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises, and this lease shall continue in full force and effect without abatement of rent. Such restoration shall be commenced promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of rebuilding or restoration to the extent that such proceeds will pay the same, with any other related losses or damages incurred deficiency to be paid by Tenant during and with any reconstruction periodexcess insurance proceeds to be paid to Tenant. To the extent Landlord's mortgagee requires some or all of the insurance proceeds to be applied to Landlord's mortgage indebtedness, then in such event, Landlord shall have the option to either (i) contribute said amount to the cost of the restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord's mortgagee. Landlord shall have the sole and exclusive right of determining the manner in which any insurance proceeds on the Premises shall be applied as a result of any fire or other casualty. If Landlord elects not to rebuild, Landlord shall be entitled to all insurance proceeds payable in connection with the damage or destruction.

Damage or Destruction. 4.9.1 If 22.1 In the event of damage to or destruction of all or any portion of the Project or the Premises are damaged or the improvements and fixtures thereon (collectively, "improvements") arising from a risk covered by firethe insurance described in Section 21.2, earthquake or other casualty Landlord shall within a reasonable time commence and proceed diligently to repair, reconstruct and restore (collectively, "restore") the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate improvements to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in substantially the same condition as it was on they were in immediately prior to the Tender Date casualty. Tenant shall be responsible for its Pro Rata Share of insurance deductibles and for all costs of restoration in excess of insurance proceeds as Operating Expenses to the extent provided under the provisions of Article 7. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance required to be carried by Landlord pursuant to Section 21.2, Landlord may elect at its cost to restore the improvements, in which event Landlord shall, within a reasonable time, commence and proceed diligently to restore the improvements to substantially the same condition as they were in immediately prior to the casualty. In the event Landlord elects not to restore the improvements, this Lease shall terminate as of the date of the damage or destruction unless Tenant elects to pay any uninsured cost of restoration; provided, however, that Landlord shall not have the right to terminate the Lease if (i) the damage to the Building is relatively minor (e.g., repair or restoration would cost less than ten percent (10%) of the replacement cost of the Building) or (ii) there is no material damage to the Premises. 22.3 In the event the improvements are restored pursuant to Section 22.1 or Section 22.2, this Lease shall continue in full force and effect, notwithstanding such damage or destruction; provided, however, that if the damage or destruction (i) occurs during the last year of the term and the expense of restoration exceeds ten percent (10%) of the replacement cost of the Building, or (ii) occurs at any other time and the expense of restoration (after application of insurance proceeds) exceeds twenty percent (20%) of the replacement cost of the Building, and in either case there is material damage to the Premises, Landlord may at its election terminate the Lease unless Tenant elects to pay the uninsured cost of restoration. 22.4 In satisfying its obligations under this Article 22, Landlord shall be not be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which consent will not be unreasonably withheld or delayed, Landlord may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.5 In the event of damage, destruction and/or restoration as herein provided, Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration, but Tenant shall be entitled to an equitable abatement of rent in proportion to the extent the Premises are not usable by Tenant. Notwithstanding the foregoing, in the event restoration cannot reasonably be completed within one hundred-hundred eighty (180) days following the damage or destruction as estimated by Landlord's architect, or is not in fact completed within such one hundred eighty (180) day period (which period shall not be extended more than thirty (30) days pursuant to Sections 22.6 and 42.10 hereof), Tenant at its election may by written notice to Landlord given within fifteen (15) days following such period terminate this Lease. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.6 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the improvements after Landlord becomes aware the occurrence of such damage and provided that there are sufficient or destruction by reason of acts of God, war, terrorism, government restrictions, inability to procure the necessary labor or materials, strikes, delay in receipt of insurance proceeds available or other causes beyond the control of Landlord (but excluding economic conditions or financial inability to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimationperform), the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event time for Landlord to commence or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect complete restoration shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during extended for the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant time reasonably required as a result of such event. 22.7 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company for the insurance carried by Landlord. 22.8 Tenant waives the applicable provisions of Washington law or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties' rights and is not being used by Tenant (except that obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 15.01 If the Premises is damaged or destroyed by fire or other casualty, Tenant will immediately give written notice to Landlord 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 by fireor 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 a▇▇▇▇ or reduce Tenant's rent for a period in excess of 6 months if the repairs were undertaken; or (f) the Property, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereofBuilding 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 estimates (such estimate elects to terminate this Lease, Landlord will be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary entitled to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient retain all applicable Tenant insurance proceeds available and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant's insurance, excepting those attributable to Tenant's furniture, fixtures, equipment, and any other personal property. 15.02 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatecontinue. If, in Landlord’s estimation, the damage cannot The repair obligation of Landlord shall be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available limited to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore of the Premises to substantially the same condition which existed on the Tender Date excluding any Tenant Improvements, Tenant Alterations, and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost any personal property and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or trade fixtures of Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during During the period of Landlord’s restoration of the Premises repair, rent will be abated or reduced in proportion to the portion of the Premises degree to which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s 's use of the Premises is impaired, as determined by Landlord, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Tenant's Premises, Landlord has received. However, rent will not be abated if Tenant or any of its agents is the cause of the casualty. 15.03 The provisions of this Lease, including this Article 15, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any other related losses Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or damages incurred by Tenant during obligations concerning damage or destruction in the absence of an express agreement between the parties, and any reconstruction periodsimilar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.

Damage or Destruction. 4.9.1 4.10.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). Tenant shall give casualty, Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed shall, within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that days, estimate whether the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one two-hundred-eighty seventy (180270) days after Landlord becomes aware of such damage calendar days, and provided that if so, and if there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s 's estimation, the damage cannot be repaired within such 180 270 day period, the destruction was cased by an uninsurable event period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: : (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore restores the Premises under subparagraph 4.9.1 abovethis paragraph, then Landlord shall(1) Tenant shall pay to Landlord, at its sole cost upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that (2) Landlord shall not be obligated required to repair or restore any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage, Tenant Alterations or Tenant Improvements and which are in excess of the Tenant Alterations installed by Tenant Improvement Allowance, unless Landlord or Tenant’s furniture, fixtures Landlord's Agents caused the damage which requires such repair or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect Base Rent, Additional Rent and any other sum due under this Lease during any reconstruction period shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during abated as equitable under the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policycircumstances. Tenant agrees to look to the provider of Tenant’s 's insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s 's use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.10.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage. Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within sixty (60) calendar days after the occurrence of such damage. Such notice shall be effective thirty (30) calendar days after receipt by Tenant unless a later date is set forth in Landlord's notice. If, within the last twelve (12) months of the Term of this Lease, the Premises is damaged by fire, earthquake or other casualty and more than one-third (33.33%) of the Premises is rendered untenantable. Tenant may elect to terminate this Lease by notice in writing to Landlord within thirty (30) calendar days after the occurrence of such damage, in which event this Lease shall be null and void. Such notice shall be effective ten (10) calendar days after receipt by Landlord unless a later date is set forth in Tenant's notice. 4.10.3 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) calendar days after such requirement is made by such holder.

Damage or Destruction. 4.9.1 If (1) No loss of, or damage to, any Equipment from any cause whatsoever, including any loss, theft, destruction, irreparable damage, unauthorized sale or trade-in, confiscation, requisition, or any other event which renders an Equipment unusable in whole or in part (a "Casualty Event") shall relieve Borrower from its Obligations except as expressly provided in this 4.1(I). Borrower shall promptly (and in any event within ten (10) days) provide Lender with written notice of any Casualty Event to any Equipment (any Equipment subject to a Casualty Event being hereinafter referred to as the Premises "Casualty Equipment") for which the repairs or replacement costs are damaged by firelikely to exceed Five Hundred Thousand Dollars ($500,000). Each such notice must be provided together with all damage reports provided to any governmental authority, earthquake insurer, or supplier, and all documents pertaining to the repair of such Casualty Equipment, including copies of work orders, and all invoices for related charges. Lender shall be under no duty to Borrower to pursue any claim against any Person in connection with a Total Loss or other casualty Casualty Event. (2) Unless the “Casualty”Casualty Event results in a Total Loss, Borrower shall promptly (but in any event within thirty (30) days), place the applicable Casualty Equipment in the condition and repair required by this Master Agreement and the other Transaction Documents. Tenant In the event of a Total Loss, Borrower shall give Landlord prompt written notice thereof. If Landlord estimates promptly (such estimate but in any event within thirty (30) days) pay to Lender, as a mandatory prepayment of the Loan, an amount calculated by Lender to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior equal to the damage then outstanding principal balance without premium or penalty plus all accrued interest, fees, and this Lease shall not terminateother amounts due hereunder, including any amounts then due under Section 7.6. If, in Landlord’s estimation, In the damage cannot be repaired within such 180 day period, event the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available Casualty Equipment is less than all Equipment subject to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to eithera specific Loan Schedule and Note: (a) terminate this Lease or (b) restore Lender may reasonably make an item-by- item allocation of the Premises mandatory prepayment applicable to substantially only the same condition which existed on the Tender Date Casualty Equipment and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 abovemay, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord but shall not be obligated to restore Tenant Improvements to, consider the initial cost of the applicable Equipment as well as the depreciation thereof and Tenant Alterations installed by Tenant or Tenant’s furniturethe results of any appraisal, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of and any such restoration. Failure to so elect prepayment shall be deemed Landlord’s decision not to restore. Base Rent applied in the inverse order of their maturities until the Loan is repaid in full (such that the regularly scheduled payments of principal and Additional Rent interest due under the applicable Note remain the same notwithstanding such partial prepayment, with the effect being that the Loan is repaid earlier than the Maturity Date or that any balloon otherwise due at the Maturity Date shall be reduced during reduced); and (b) Lender may require mandatory prepayment with respect to all Equipment (not solely the period of Landlord’s restoration Casualty Equipment) if Lender reasonably determines that the Casualty Equipment is material in value when compared to the remaining Equipment or is material to the overall functionality of the Premises remaining Equipment. (3) If Lender receives a payment under an insurance policy maintained by Borrower or its Affiliates in proportion to the portion of the Premises which connection with any Total Loss or other Casualty Event, and such payment is not usable (or accessible) by Tenant as a result of such casualty both unconditional and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Dateindefeasible, then all Rent provided Borrower shall be fully abatedhave complied with the applicable provisions of this 4.1(I), Lender shall either (a) until the date on which Landlord substantially completes its restoration of the Premises if received pursuant to the condition as existing on the Tender Date. When performing a Total Loss, remit such restoration, Landlord will not be obligated proceeds to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus Borrower up to an amount equal to the applicable deductible amount of the mandatory prepayment made by Borrower to Lender under Landlord’s insurance policy. Tenant agrees to look Section 4.1(I)(2) above with respect to the provider of Tenant’s related Casualty Event, or credit such proceeds against any amounts owed by Borrower pursuant to said section; or (b) if received with respect to a Casualty Event that is not a Total Loss, Lender shall cooperate with Borrower in good faith to pay such monies to the applicable vendor or repair personnel, as reimbursement to Borrower, or otherwise once Lender reasonably determines the applicable property has been adequately repaired or replaced, or that an acceptable process has been commenced to restore or repair such property. Any insurance for coverage for proceeds remaining after application in accordance with the reconstruction foregoing provisions may, at Lender's option, be applied as a mandatory prepayment of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use principal balance of the Premises and any other related losses loan or damages incurred by Tenant during any reconstruction periodremitted to Borrower.

Damage or Destruction. 4.9.1 If 21.1 In the event that the Premises are or any Common Areas necessary to Tenant’s use of or access to the Premises is damaged by fire, earthquake fire or other casualty which is covered under insurance pursuant to the provisions of the foregoing section, Landlord shall restore such damage provided that: (i) the insurance proceeds, plus the amount of any deductible (the “Casualty”payment of which shall be Landlord’s responsibility but included in Operating Expenses to the extent provided in Paragraph 5), are sufficient to pay one hundred percent (100%) of the cost of restoration; and (ii) in the reasonable judgment of Landlord’s architect, the restoration can be completed within one hundred and eighty (180) days after the date of the damage or casualty under the laws and regulations of the state, federal, county and municipal authorities having jurisdiction. Landlord shall notify Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to whether or not the Premises will be performed restored under this section within forty-five (45) calendar days of the occurrence of the casualty, which notice shall include the estimate of Landlord’s actual knowledge architect and contractor with respect to the cost of, and required time for, the repair and restoration. If such conditions apply so as to require Landlord to restore such damage pursuant to this section, this Lease shall continue in full force and effect, unless otherwise agreed to in writing by Landlord and Tenant. Tenant shall be entitled to a proportionate reduction of Monthly Basic Rent at all times during which Tenant’s use of the Premises is interrupted, such proportionate reduction to be based on the extent to which Tenant cannot make use of the Premises in a commercially reasonable manner. Tenant’s right to a reduction of Rent hereunder shall be Tenant’s sole and exclusive remedy in connection with any such damage. 21.2 If Landlord is not required to restore such damage in accordance with the provisions of the immediately preceding section and if either (a) the damage was caused by casualty against which Landlord is not required to maintain insurance pursuant to Paragraph 20 or (b) the insurance proceeds plus the amount of any deductible are not sufficient to pay one hundred percent (100%) of the repair/restoration costs, Landlord shall have the option to either (i) repair or restore such damage, with the Lease continuing in full force and effect, with Monthly Basic Rent proportionately abated as provided above; or (ii) give a termination notice to Tenant at any time within forty-five (45) days after the occurrence of such damage, provided that Landlord may exercise such termination right only if Landlord terminates the leases of all tenants of the Building whose premises or access are similarly damaged by the casualty. This Lease shall terminate as of a date to be specified in such termination notice which date shall not be less than thirty (30) nor more than sixty (60) days after the date on which such notice of termination is given. This Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such termination notice and the Rent, reduced by any proportionate reduction in Monthly Basic Rent as provided for above, shall be paid to the date of such termination. Notwithstanding the foregoing, if Landlord elects to terminate this Lease pursuant to this Subparagraph 21.2, and if within thirty (30) days after receipt of Landlord’s notice, Tenant elects to provide the funds necessary to make up the shortage (or absence) of insurance proceeds necessary to restore the Premises and provides Landlord with reasonable assurance thereof, Landlord shall restore the Premises as provided in this Subparagraph provided that the damage can be repaired in a manner Premises are reasonably subject to restoration within one hundred eighty (180) days following the date on which the casualty occurs. 21.3 [Intentionally Deleted] 21.4 Notwithstanding the foregoing, (a) Tenant may terminate this Lease if the Premises or any Common Areas necessary to cause it Tenant’s use of or access to be the Premises is damaged by fire or other casualty and (i) in the same condition as it was on notice delivered to Tenant pursuant to Paragraph 21.1 above, Landlord’s architect estimates that the Tender Date restoration cannot be completed within one hundred-hundred and eighty (180) days after the date of the damage or casualty; or (ii) the restoration is not completed within one hundred and eighty (180) days after the date of the damage or casualty; and (b) either Landlord becomes aware or Tenant may terminate this Lease if the Premises is damaged by fire or other casualty (and Landlord’s reasonably estimated cost of restoration of the Premises exceeds ten percent (10%) of the then replacement value of the Premises) and such damage or casualty occurs during the last twelve (12) months of the Term of this Lease (or the Term of any renewal option, if applicable), by giving the other notice thereof at any time within thirty (30) days following Landlord’s delivery to Tenant of the notice set forth in Paragraph 21.1 above (or, in the case of a termination pursuant to clause (a)(ii) above, at any time before the restoration is substantially completed); provided, however, that if Landlord elects to terminate this Lease pursuant to clause (b) above, Tenant may negate Landlord’s election by exercising, within twenty (20) days after receipt of Landlord’s termination notice, any unexercised Extension Option hereunder. All termination rights granted herein shall be exercisable only by written notice, and any such termination notice shall specify the date of such termination, which date shall not be less than thirty (30) nor more than sixty (60) days following the date on which such notice of termination is given. This Lease shall expire and all interest of Tenant in the Premises shall terminate on the date so specified in such termination notice and the Rent shall be paid to the date of such termination. Tenant’s right to terminate this Lease on the grounds that Landlord has not substantially completed the restoration work within one hundred and eighty (180) days shall only be effective in the event that Landlord does not complete the required work within thirty (30) days of receipt of Tenant’s termination notice, which notice Tenant may give so that the thirty (30) day period expires on the date which is one hundred eighty (180) days after the date of the damage or casualty. 21.5 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 21 or otherwise in this Lease. Notwithstanding anything to the contrary contained in this Paragraph 21, should Landlord be delayed or prevented from repairing or restoring the damaged Premises after the occurrence of such damage and provided that there are sufficient insurance proceeds available or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause or force majeure beyond the control of Landlord, the time period permitted to Landlord for repair such damage, then Landlord or restoration shall proceed with reasonable diligence be extended by one day for each day completion of the work to restore the Premises is delayed thereby. 21.6 Landlord and Tenant hereby agree 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 to the portions of the Site for which Landlord is obligated pursuant to Paragraph 14.2 and to the Tenant Improvements made to the Premises by either Tenant or Landlord which were paid for by any portion of the Tenant Improvement Allowance, as defined in the Work Letter. Such restoration shall be substantially to the same condition which as existed prior to the damage and this Lease shall not terminate. Ifcasualty, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage except for modifications required by subparagraph 4.14.2zoning and building codes and other laws or by the holder of a mortgage on the Building or any other modifications to the Common Areas deemed reasonably desirable by Landlord, below), Landlord may elect in its sole discretion exercised in good faith provided that access to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated materially modified or impaired. The repair and restoration of items for which Tenant is required to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election carry insurance pursuant to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect Paragraph 20.1(b) shall be deemed Landlord’s decision not to restore. Base Rent the obligation of Tenant. 21.7 Tenant hereby waives California Civil Code Sections 1932(2) and Additional Rent shall be reduced during the period 1933(4), providing for termination of Landlord’s restoration hiring upon destruction of the Premises in proportion thing hired and California Civil Code Sections 1941 and 1942, providing for repairs to the portion and of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodPremises.

Damage or Destruction. 4.9.1 23.1 Subject to the remaining provisions of this Article 23, if the Property is damaged by fire or other casualty, Landlord shall restore the damage to the Premises to the same condition as existed on the Commencement Date exclusive of any Alterations. Landlord shall commence the repair, restoration or rebuilding thereof within ninety (90) days after such damage and shall substantially complete such restoration, repair or rebuilding of the Premises to the same condition as existed on the Commencement Date (but excluding any Alterations) as promptly as practicable after the commencement thereof, all of which is subject to delays caused by adjustment of insurance, events of Force Majeure or by the acts or omissions of Tenant or any Tenant Party. Landlord shall promptly and diligently seek adjustment of insurance proceeds after any casualty. 23.2 If the fire or other casualty or the repair, restoration or rebuilding required by Landlord shall render the Premises untenantable in whole or in part, the Rent shall proportionately ▇▇▇▇▇ from the date when the damage occurred until the date on which the Premises are damaged by firein the condition required hereinabove, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate proportion to be performed computed on the basis that the Rentable Area of the portion of the Premises rendered untenantable and not occupied by Tenant bears to the aggregate Rentable Area of the Premises. 23.3 If the casualty results in damage to the Premises which Landlord reasonably estimates will take in excess of (i) six (6) months after the beginning of restoration to restore the Premises to the same condition as existed on the Commencement Date (but excluding Alterations) and occurs at any time during the Term or (ii) three (3) months after the beginning of restoration to restore the Premises to the same condition as existed on the Commencement Date (but excluding Alterations) and occurs during the last two (2) years of the Term, as extended, then in either case either Landlord or Tenant may elect to terminate this Lease upon giving notice of such election to the other within forty-five (45) calendar days of Landlord’s actual knowledge after such casualty. In addition, if such restoration is prohibited by any Applicable Laws or the insurance proceeds are insufficient or otherwise not available, then Landlord may elect to terminate this Lease upon giving notice of such damage) that the damage can be repaired in a manner necessary election to cause it to be in the same condition as it was on the Tender Date Tenant within one hundredforty-eighty five (18045) days after Landlord becomes aware such casualty. 23.4 If this Lease is terminated as provided above, such termination shall be effective on the date specified in the first notice received by the other party, but no earlier than thirty (30) days after the occurrence of the event causing such damage. In such event, Tenant shall be obligated to pay the Rent accrued to the effective date of such damage and termination, less any Rent abated as set forth hereinabove which obligation shall survive such termination. Unless this Lease is terminated by either party as provided that there are sufficient insurance proceeds available to repair such damagein this Article 23, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. Ifremain in full force and effect, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair notwithstanding such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continuecasualty. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

Damage or Destruction. 4.9.1 If a. In the Premises event the Building and/or Building Standard Work are damaged by fire, earthquake fire or other casualty perils covered by Landlord's extended coverage insurance Landlord shall: (i) In the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates event of total destruction, at Landlord's option, within a period of ninety (such estimate to be performed within forty-five (4590) calendar days thereafter, commence repair, reconstruction and restoration of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in Building and/or Building Standard Work and prosecute the same condition as it was on diligently to completion, in which event this Lease shall remain in full force and effect; or within said ninety (90) day period elect not to so repair, reconstruct or restore the Tender Date within one hundred-eighty (180) days after Building and/or Building Standard Work in which event this Lease shall terminate. In the event Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence elects not to restore the Premises Building and/or Building Standard Improvements, this Lease shall be deemed to substantially have terminated as of the condition which existed prior date of such total destruction. (ii) In the event of a partial destruction of the Building and/or Building Standard Improvements, 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 the Building Standard Improvements may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty and Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work or repair reconstruction and restoration is such as to require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, Landlord either may elect to so repair, reconstruct or restore and this Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore and this Lease shall in such event terminate. IfUnder any of the conditions of this Subparagraph 23. a. (ii), in Landlord’s estimationLandlord shall give written notice to Tenant of its intention within said ninety (90) day period. In the event Landlord elects not to restore said Building and/or Building Standard Improvements, 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 23, the damage canparties shall be released thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefor accrued and are then unpaid. c. In the event of repair, reconstruction and restoration by Landlord as herein provided, the Rent provided to be paid under this Lease shall be abated proportionately with the degree to which Tenant's use of the premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be repaired entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, 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 23. Notwithstanding anything to the contrary contained in this Paragraph 23, should Landlord be delayed or prevented from repairing or restoring the damaged Premises within such 180 day period, one (1) year after the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair 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 one (provided Landlord maintains 1) year period. e. In the insurance event that damage is due to any cause other than fire or other peril covered by extended coverage required by subparagraph 4.14.2, below)insurance, Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease Lease. f. It is hereby understood that if Landlord is obligated to or (b) elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only to those portions of the Building and the Premises which were originally provided at Landlord's expense, and 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 ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ shall not have any obligation whatsoever to repair, reconstruct or restore the Premises to substantially when the same condition which existed on the Tender Date and damage resulting from any casualty covered under this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced Paragraph 23 occurs during the period of Landlord’s restoration last twelve (12) months of the Premises in proportion to Term of this Lease. In the portion event Landlord exercises its rights hereunder, the lease shall terminate effective as of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion date of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodcasualty.

Damage or Destruction. 4.9.1 If 22.1 In the event of damage to or destruction of all or any portion of the Premises are damaged or the improvements and fixtures thereon (collectively, “improvements”) arising from a risk covered by firethe insurance described in Section 21.2, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall within a reasonable time commence and proceed with reasonable diligence diligently to repair, reconstruct and restore (collectively, “restore”) the Premises to substantially the condition which existed prior to the damage Site Improvements, Building Shell and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises Core Improvements to substantially the same condition which existed on as they were in immediately prior to the Tender Date casualty, and this Lease will continue. 4.9.2 If Landlord elects Tenant shall within a reasonable time commence and proceed diligently to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence Tenant Improvements to substantially the same condition existing on as they were in immediately prior to the Tender Datecasualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements, Building Shell and Core Improvements, and for all costs of restoration of the Site Improvements, Building Shell and Core Improvements in excess of insurance proceeds for the Site Improvements, Building Shell and Core Improvements. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to restore the Site Improvements, Building Shell and Core Improvements to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (ii) occurs at any other time and the expense of restoration to either Landlord or Tenant exceeds $500,000, the party responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration. 22.3 In satisfying its obligations under this Article 22, neither party shall be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the other party, which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent, and Tenant shall not be obligated entitled to restore Tenant Improvements and Tenant Alterations installed any compensation or damages occasioned by Tenant any such damage, destruction or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during Notwithstanding the period of Landlord’s foregoing, in the event restoration of the Premises in proportion Site Improvements, Building Shell and Core Improvements cannot reasonably be completed within nine (9) months following the damage or destruction, Landlord will give notice thereof to Tenant within sixty (60) days following such damage or destruction, and Tenant at its election may by written notice to Landlord terminate this Lease effective nine (9) months following such damage or destruction. In the event of such termination, Tenant shall have no responsibility for contributing to the portion expense of restoration. 22.5 Notwithstanding anything to the contrary contained in this Article, should a party be delayed or prevented from completing the restoration of the Premises which is not usable improvements after the occurrence of such damage or destruction by reason of acts of God, war, government restrictions, inability to procure the necessary labor or materials, strikes, or other causes beyond the control of such party (but excluding economic conditions or accessible) by Tenant financial inability to perform), the time for such party to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company, which adjustment shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, and is not being used the proceeds shall be paid to a fund control escrow established by Landlord and Tenant (except for the purpose of paying for the restoration required by this Article 22. 22.7 Tenant waives the provisions of any statute now existing or hereafter adopted governing destruction of the Premises, so that the parties’ rights and obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 A. If the Premises are damaged or destroyed, Landlord shall repair the Premises to their prior condition unless it has the option to terminate this Lease as provided herein and it elects to so terminate. Landlord shall have the option to terminate this Lease in the event any of the following occur: 1. The building(s) which is located on the Premises is destroyed or damaged by fire, earthquake fire or other casualty required to be insured against by Tenant pursuant to Paragraph 23(B)(1), then in force to the extent of fifty percent (50%) or more of the “Casualty”)replacement cost thereof. Notwithstanding the foregoing, however, in the event Landlord elects to terminate the Lease due to the fact that the Premises is destroyed to the extent of 50% or more of the replacement costs thereof, Tenant shall have the election to cause this Lease to continue in full force and effect by agreeing to pay for all of the costs necessary to repair or replace the Premises to the extent such costs exceed the insurance proceeds. Tenant shall give Landlord prompt written notice thereofmake such election within thirty (30) days following Landlord's election to terminate this Lease. If Landlord estimates (In the event Tenant makes the election to pay such estimate additional expenses in order to avoid the termination of this Lease, the parties shall cooperate and work together in good faith in order to enable the Premises to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition rebuilt as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of quickly as reasonably possible following any such damage and provided that there are sufficient insurance proceeds available destruction. Tenant also agrees to repair such damage, then Landlord shall proceed pay Landlord's reasonable costs and expenses associated with reasonable diligence to restore assisting Tenant in reconstruction. 2. The building(s) which is located on the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased is damaged or destroyed by an uninsurable event or if there are insufficient insurance proceeds available uninsured casualty and the cost to repair such damage will exceed 5% of the replacement cost of the building; provided, however, that in the event Landlord elects to terminate the Lease as a result of any such uninsured casualty, Tenant shall have the election to cause this Lease to continue in full force and effect by agreeing to pay for all of the costs necessary to repair or replace the Premises to the extent there are no insurance proceeds available. Durect shall make such election within thirty (provided Landlord maintains 30) days following Landlord's election to terminate this Lease. In the insurance coverage required by subparagraph 4.14.2event Tenant makes the election to pay such additional expenses in order to avoid the termination of this Lease, below)the parties shall cooperate and work together in good faith in order to enable the Premises to be rebuilt as quickly as reasonably possible following any such damage and destruction. Tenant also agrees to pay Landlord's reasonable costs and expenses associated with assisting Tenant in reconstruction. 3. If one of the above events occurs, Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore by giving Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore terminate within thirty (30) days after such damage or destruction, in which event this Lease shall terminate as of the Premises, which date Tenant receives such notice shall also specify unless Tenant has elected to pay for all costs necessary to replace the expected duration Premises to the extent such costs exceed the insurance proceeds as provided above. If any of such restoration. Failure to so elect shall be deemed Landlord’s decision the above events occurs and Landlord elects not to restore. Base Rent terminate the Lease, Landlord and Additional Rent Tenant shall be reduced during work together in good faith so as to commence the period of Landlord’s restoration repair or replacement of the Premises and all of Tenant's fixtures and other property and improvements within ninety (90) days following the date of such damage and destruction in proportion accordance with the terms hereof, and shall thereafter cooperate with each other in good faith in order to prosecute the same diligently to completion in which event this Lease will continue in full force and effect. Landlord shall not be responsible for any costs in replacement or repair of Tenant's trade fixtures and other property and improvements. Notwithstanding the foregoing or anything to the portion of contrary contained in this Lease, if the Premises which are condemned or damaged by any peril and the Landlord does not elect to terminate the Lease or is not usable entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises are condemned or damaged by any peril and the Landlord does not elect to terminate the Lease or is not entitled to terminate the Lease pursuant to its terms, then Tenant shall have the option to terminate the Lease if the Premises cannot be or are not in fact, fully restored by Landlord to their prior condition within two hundred seventy days (270) days after the condemnation or accessible) by Tenant damage. All insurance proceeds for the Premises that shall be payable under all risk, property fire and extended coverage and extended insurance provided for in paragraph 23 shall be payable to Landlord and Tenant, as their interests shall appear, and the parties hereby agree to cooperate in good faith with each other to cause such insurance proceeds to be used to repair the Premises and all of Tenant's fixtures and other property. In the event the Lease is terminated as a result of any damage or destruction, such casualty and is insurance proceeds shall be payable to the parties as their interests may appear. Landlord shall not being used by Tenant (except that be liable to tenant for any shortfall in insurance proceeds. B. In the event that the portion of any damage or destruction to the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business does not result in a termination of this Lease, and if rent loss proceeds are not available, the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent rent and other sums payable hereunder shall be fully abated) until temporarily abated proportionately with the date on degree to which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s 's use of the Premises is impaired by such damage or destruction commencing from the date of such damage or destruction and continuing during the period required by Landlord to complete its repair and restoration of the Premises. Provided Landlord complies with its obligations under this Section 24, Tenant shall not be entitled to any other related losses compensation of damages from Landlord for loss of the use of the Premises, damage to Tenant's personal property or damages incurred any inconvenience occasioned by such damage, repair or restoration. Tenant during hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, and the provisions of any reconstruction periodsimilar law hereinafter enacted.

Damage or Destruction. 4.9.1 If (a) Except as provided to the Premises are contrary in paragraph (b), if any portion of the Building is damaged by fire, earthquake earthquake, flood or other casualty, of by any other cause of any kind or nature (the "Damaged Property"), Landlord shall proceed immediately to make the repairs as required by paragraph (c). This Lease shall not terminate, but Tenant shall be entitled to a pro rata abatement of annual rent and additional rent payable during the period commencing on the date of the damage and ending on the date the Damaged Property is repaired and the subject Premises are delivered to Tenant. The extent of rent abatement shall be based upon the portion of the subject Premises rendered unrentable, unfit or inaccessible for use by Tenant for the purposes stated in this Lease during such period. (b) Within thirty (30) days after any damage to the Damaged Property, Landlord shall deliver to Tenant a report from Landlord's architect (the "Damage Report") containing a written estimate of the date (the "Estimated Date") Landlord's architect reasonably expects the Building and subject Premises, which shall include the Building Service Systems serving the same, to be restored to its condition immediately prior to such damage, a written estimate of the amount which will be required to be expended in order to repair the, Building to its condition immediately prior to such damage or destruction, and a written estimate of the replacement cost of the Building above foundation. The Damage Report shall be made in good faith after a thorough investigation of the facts required to make an informed judgment. The architect shall consider and include as a part of the Damage Report the period of time necessary to obtain required approvals of the mortgagee and insurer, to order an obtain materials, and to engage contractors. If any fire or other casualty shall cause damage to the Building which, according to the, Damage Report requires the expenditure of an amount in excess of fifty percent (50%) of the “Casualty”). Tenant shall give replacement cost of the Building above foundation if such damage or destruction is insured, or ten percent (10%) of the replacement cost if such damage or destruction is not insured, or five percent (5%) of the replacement cost, whether or not such damage or destruction is insured or insurable, at a time when less than eighteen (18) full calendar months remain of the Term, or if the, Estimated Date for the completion of the repair of the Building or either Premises is a date later than twelve (12) months after the date the Damage Report is delivered to Tenant; then in any such events, Landlord prompt may elect to terminate this Lease by giving written notice thereof. If Landlord estimates to Tenant within thirty (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (18030) days after the date the Damage Report is delivered to Tenant. If the Estimated Date for the completion of the repair of the Premises only, including the Building Service Systems servicing the same, is later than nine (9) months from and after the date the Damage Report is delivered to Tenant, or if any fire or other casualty shall cause in excess of fifty percent (50%) of the rentable area of either Premises to be rendered unrentable, unfit or inaccessible at a time when less than twelve (12) full calendar months remain in the Term, then Tenant may terminate this lease as to that Premises by delivering written notice to Landlord becomes aware within one hundred and thirty (130) days from and after the date the Damage Report is delivered to Tenant. If this Lease is not terminated as aforesaid, then this Lease shall continue in full force and effect, Landlord shall repair the Damaged Property in accordance with the terms hereof, and Landlord shall keep Tenant advised of the progress and the estimated actual completion date of all repairs. Landlord shall deliver to Tenant at least monthly a written revised estimate of when Landlord reasonably expects to complete such repairs, and during the period commencing on the date of the damage and ending on the date the Damaged Property is repaired in accordance with paragraph (c), Tenant shall be entitled to a pro rata abatement of Annual Rent and Additional Rent as provided that there are sufficient insurance proceeds available in section 10.01 (a). (c) If neither party exercises its option to terminate this Lease, Landlord shall, with due diligence, repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to Damaged Property as a complete architectural unit of substantially the condition which existed same usefulness, design and construction existing immediately prior to the damage and this Lease shall not terminate. Ifprovided, in Landlord’s estimationthat, with respect to Tenant's Improvements, Tenant has elected to contribute the damage cannot be repaired within proceeds of its insurance for Tenant's Improvements toward the repair of Tenant's Improvements: If Tenant elects to make such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)contribution, Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore shall repair the Premises Tenant's Improvements to substantially the same condition usefulness, design and construction in which they existed on immediately prior to the Tender Date and this Lease will continue. 4.9.2 damage. If Landlord Tenant elects not to restore make such contribution to the Premises under subparagraph 4.9.1 aboverepair of Tenant's Improvements, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore replace or repair Tenant's improvements. Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not entitled to restore. Base Rent a pro rata abatement of annual rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises additional rent in the manner it had been conducted prior and to the Casualty Dateextent provided in paragraph (a) or paragraph (b). (d) If either party elects to terminate this Lease and the Term shall end on the date specified in the notice, then all Rent annual rent and additional rent shall be fully abated) until apportioned as of the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not damage and all prepaid annual rent and additional rent shall be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodrepaid.

Damage or Destruction. 4.9.1 In the event of extraordinary damage to or destruction of any Improvements, the following shall apply: 21.1 Damage of Less than Twenty-Five Percent (25%) of Replacement Cost If the Premises are damaged by firecost of repairing such Improvements to the condition and form prior to such damage or destruction is not in excess of twenty-five percent (25%) of the then new replacement cost of the Improvements, earthquake or other casualty (and such repair can be made under the “Casualty”). then existing applicable laws, ordinances, statutes and regulations, Tenant shall give effect such repair and Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) and Tenant agree that the damage can funds derived from insurance described in Section 13 shall be repaired in a manner necessary made available to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of effect such damage repairs and provided improvements; provided, however, that there are sufficient if Tenant’s lender does not make insurance proceeds available to repair Tenant to effect such damagerepairs and improvements, then Landlord and Tenant shall proceed with reasonable diligence cooperate in obtaining financing for Tenant to restore effect such repairs and improvements. 21.2 Damage in Excess of Twenty-Five Percent (25%) of Replacement Cost If the Premises cost of repairing the Improvements to substantially the condition which existed and form prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage or destruction is in excess of twenty-five percent (provided Landlord maintains 25%) of the insurance coverage required by subparagraph 4.14.2then new replacement cost of the Improvements, below), Landlord Tenant may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore effect such repairs, provided such repairs can be made under the Premises to substantially the same condition which existed on the Tender Date then existing applicable laws, ordinances, statutes, and this Lease will continue. 4.9.2 If regulations. Tenant must give Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election decision either to restore repair or not to repair within sixty (60) days of the Premises, which notice shall also specify the expected duration occurrence of such restoration. Failure damage or destruction (and failure to so elect give such notice shall be deemed LandlordTenant’s decision election to repair). If Tenant elects not to restore. Base Rent repair, the Term shall terminate as of the date of Tenant’s notice not to repair, and Additional Rent Landlord shall be reduced during the period of Landlord’s restoration of the Premises in proportion entitled to the portion of the Premises which is not usable (or accessible) by Tenant all insurance proceeds payable as a result of such casualty and is not being used by Tenant (except that in damage or destruction up to the event that the portion then new replacement cost of the Premises which Improvements that are not Tenant Improvements. 21.3 Damage During the Last Two (2) Years of the Term The provisions of Sections 21.1 and 21.2 notwithstanding, if damage occurs during the last two (2) years of the Term, and the cost of repairing or rebuilding is rendered untenantable precludes in excess of $100,000, Tenant from operating may elect within sixty (60) days of the occurrence of such damage to terminate this Lease and the Term shall terminate as of the date of Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Datenotice. If Tenant so terminates this Lease, then all Rent Landlord shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises entitled to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net all insurance proceeds received by Landlord payable as a result of such Casualty plus an amount equal damage or destruction up to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction then new replacement cost of the Improvements that are not Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodImprovements.

Damage or Destruction. 4.9.1 15.01 If the Premises are is damaged or destroyed by fire, earthquake fire or other casualty (the “Casualty”). casualty, Tenant shall will immediately give Landlord prompt written notice thereofto Landlord of the casualty. If Landlord estimates will have the right to terminate this Lease following a casualty if any of the following occur: (such estimate a) insurance proceeds actually paid to be performed within forty-five Landlord and available for use are not sufficient to pay the full cost to fully repair the damage; (45b) calendar days of Landlord’s actual knowledge of such damage) Landlord determines that the damage can Premises or the Building cannot be fully repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-hundred eighty (180) days after from the date restoration commences; (c) the Premises are damaged or destroyed within the last six (6) months of the Term; (d) Tenant is in default of this Lease at the time of the casualty; (e) Landlord becomes aware 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 damage and provided that there are sufficient 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 available and Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance, excepting those attributable to Tenant’s furniture, fixtures, equipment, and any other personal property. 15.02 If this Lease is not terminated pursuant to Section 15.01, Landlord will repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatecontinue. If, in Landlord’s estimation, the damage cannot The repair obligation of Landlord shall be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available limited to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore of the Premises to substantially the same condition which existed on the Tender Date excluding any Tenant Improvements, Tenant Alterations, and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost any personal property and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or trade fixtures of Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during During the period of Landlord’s restoration of the Premises repair, rent will be abated or reduced in proportion to the portion of the Premises degree to which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and is impaired, as determined by Landlord, not to exceed the total amount of rent loss insurance proceeds, directly attributable to Tenant’s Premises, Landlord has received. However, rent will not be abated if Tenant or any other related losses or damages incurred by Tenant during any reconstruction periodof its agents is the cause of the casualty. Casimir-Quince, LLC, Lease Agreement Page 19 of 36 16.

Damage or Destruction. 4.9.1 If If, prior to the Premises are Defeasance Date, the Continental Special Facilities shall be damaged or partially or totally destroyed by fire, earthquake flood, windstorm, or other casualty casualty, there shall be no abatement or reduction in the Basic Rent or Bond Rent payable by Airline. Continental assigns to City all its rights to the proceeds of any property insurance for the damage or destruction of the Continental Special Premises, and City agrees to apply such proceeds and any other moneys Airline or any other party may provide for that purpose (i) to the “Casualty”)repair or reconstruction of the Continental Special Premises to the fullest extent that such proceeds and other moneys suffice for that purpose and such repair or reconstruction is feasible, but without assuming any obligation to use or apply any other moneys or revenues for that purpose and (ii) to the payment of Bond Service Charges on the Bonds by depositing said proceeds with the Trustee for deposit in the Bond Fund to be applied in accordance with the Indenture, if and to the extent that such repair or reconstruction is not feasible. Tenant City shall give Landlord prompt written notice thereofto the Trustee of any damage or destruction of the Continental Special Premises. If Landlord estimates (such estimate In the event that any insurance proceeds are net of a deductible, Airline shall pay to be performed within forty-five (45) calendar days of Landlord’s actual knowledge City the amount of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminatedeductible. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice City shall also specify the expected duration of such restoration. Failure be required to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during apply the period proceeds of Landlord’s restoration any insurance policies of the Premises in proportion to the portion of the Premises which is not usable (or accessible) City received by Tenant City as a result of such casualty and is not being used by Tenant (except that in damage or destruction. In the event that the of damage, destruction or loss of any portion of the Continental Special Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in by an insured risk after the balance of the Premises in the manner it had been conducted prior to the Casualty Defeasance Date, then all Rent which damage, destruction or loss is not capable of being repaired within ninety (90) days, Airline shall be fully abatedhave the option, exercisable by written notice given to City within sixty (60) until days after the date on which Landlord substantially completes its restoration occurrence of such event, to terminate this Agreement forthwith. If this Agreement is so terminated, City shall receive from the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policyfull insurable value minus the net book value, with Airline receiving the balance. Tenant agrees to look to If this Agreement is not terminated as aforesaid, or if such damage, destruction or loss is capable of being repaired within said ninety (90) day period, the provider of Tenant’s insurance for coverage for the reconstruction provisions of the Tenant Improvements and the Tenant Alterationsimmediately preceding paragraph shall apply; provided, however, that if anysuch damage, and for the destruction or loss of Tenant’s use occurs within six (6) months of the Premises expiration of this Agreement, than Airline shall have the option either to effect such repair, replacement, restoration or rebuilding or in lieu thereof, to terminate forthwith the Agreement and any other related losses make payment of the insurance proceeds received by reason of such damage, destruction or damages incurred by Tenant during any reconstruction periodloss to City in accordance with the provisions of the immediately preceding paragraph.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises are damaged provisions of subsection (b) below, Buyer shall be bound to purchase the Property for the Purchase Price as required by fire, earthquake the terms of this Agreement without regard to the occurrence during the Contract Period of any damage to or other casualty destruction of the Improvements (the “Casualty”"Contract Period Damage"). Tenant Buyer shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired receive a credit in a manner necessary to cause it to be escrow in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware amount of such damage and provided that there are sufficient any insurance proceeds available to repair (net of reasonable costs incurred in securing such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed proceeds) collected by Seller prior to the Closing Date as a result of any Contract Period Damage and not expended by Seller on repair, replacement or restoration of the Property pursuant to subsection (c) below. Seller promptly shall deliver to Buyer any such insurance proceeds as shall be collected by Seller following the Closing Date. (b) Notwithstanding the foregoing, if the cost of repair, replacement or restoration of the Property attributable to any Contract Period Damage exceeds Two Hundred Thousand Dollars ($200,000), either party may elect to terminate this Agreement by written notice to the other given not more than ten (10) days following the event of damage or destruction and this Lease not later than one day prior to the Closing Date. If the Contract Period Damage arises out of an uninsured risk, Seller shall not terminate. Ifelect, in Landlord’s estimation, the damage cannot be repaired by written notice given within such 180 10-day period, either to terminate this Agreement or to close escrow as contemplated in this Agreement with a reduction in the destruction was cased by an uninsurable Purchase Price equal to the cost of repair, replacement or restoration of the Property. Upon termination of this Agreement pursuant to this paragraph, Seller shall return to Buyer the Deposit. In the event or if there are insufficient insurance proceeds available neither party timely elects to repair such damage (provided Landlord maintains terminate this Agreement pursuant to this subsection, the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: provisions of subsection (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continueabove shall be applicable. 4.9.2 If Landlord elects to restore (c) Upon the Premises under subparagraph 4.9.1 aboveoccurrence of any Contract Period Damage, then Landlord shallSeller may, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord but shall not be obligated to, use any insurance proceeds collected with respect to such Contract Period Damage to repair, replace or restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipmentthe Property to the extent reasonably feasible prior to the Closing Date. Landlord shall promptly provide Tenant with written notice of its Seller's election to restore commence the Premisesrepair, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s replacement or restoration of the Premises in proportion Property prior to the portion Closing Date shall in no way imply that Seller has made any representation or warranty with respect to any work performed in connection with such repair, replacement or restoration ("Seller's Repairs"). The plans, materials, choice of contractor and all other material aspects of the Premises performance of Seller's Repairs shall be subject to Buyer's review and approval (which is shall not usable (or accessiblebe unreasonably withheld) by Tenant as a result of such casualty and is not being used by Tenant (except that to the general disclaimer set forth in Section 2.3 above. In the event that Buyer does not approve any aspect of Seller's Repairs in writing within five (5) days following Seller's request for such approval, Seller may, at its option, terminate this Agreement by written notice delivered to Buyer on or before the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business Closing Date. (d) Notwithstanding anything in the balance of the Premises in the manner it had been conducted prior this Agreement to the Casualty Datecontrary, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s be credited or delivered to Buyer pursuant to this Section 7.1 shall exclude business interruption or rental loss insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterationsproceeds, if any, and for allocable to the loss of Tenant’s use of period through the Premises and any other related losses or damages incurred Closing Date, which proceeds shall be retained by Tenant during any reconstruction periodSeller.

Damage or Destruction. 4.9.1 If the Premises are damaged SECTION 24.01. In case of damage or destruction by fire, earthquake fire or other casualty (to all or part of the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage Premises, all Fixed Rent and Additional Rent provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and by this Lease shall not terminate. If, in Landlord’s estimation, ▇▇▇▇▇ (with Landlord to receive the damage cannot be repaired within such 180 day period, benefits of the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, belowrent loss insurance), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date ; and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shallTenant, at its sole cost and expense, restore if insurance proceeds are made available to Tenant therefor, will promptly cause the repair, restoration and rebuilding of the Premises with reasonable diligence to substantially the same size, design, and configuration of the Premises that existed prior to such damage or destruction, or such other improvements as Landlord may approve so that the condition existing on of the Tender Date; provided that Landlord shall not Premises will be obligated the same, as nearly as practical, as its condition immediately prior to restore such damage or destruction. The obligations of Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure continue to so elect shall be deemed Landlord’s decision not to restore. Base pay Fixed Rent and Additional Rent shall not be reduced during abated and except as set forth in Section 24.04 hereof the period obligation of Landlord’s restoration Tenant to repair and restore such damage or destruction of the Premises in proportion shall survive and continue despite Tenant having notified Landlord of its intent to terminate this Lease if such damage or destruction occurs any time, including but not limited to the portion last day of the Lease Term. SECTION 24.02. Subject to the rights of a mortgagee to insurance proceeds, all insurance proceeds recovered with respect to any particular casualty resulting in damage or destruction of less than $25,000.00 in the aggregate, less any cost of such recovery (such proceeds being termed "Net Proceeds"), shall be paid to Landlord and delivered to Tenant, to be applied to cost of restoration. All Net Proceeds, if any, recovered with respect to any particular casualty resulting in damage or destruction in excess of $25,000.00 shall be applied by the Landlord and Tenant to the payment of the cost of repairing, restoring and rebuilding the Premises (herein referred to as the "Work"), and shall be paid out from time to time to Tenant as the Work progresses upon the request of Tenant accompanied by a certificate of Tenant and the architect or engineer in charge of the Work stating that: (i) the sum requested has been paid by Tenant to persons who have rendered services or furnished materials for the Work, or is then due and to such persons and will be paid from the sum requested; and (ii) no part of the cost of the Work has been the basis for a previous request. Upon completion of the Work, which completion shall be evidenced by a certificate of Tenant and the architect or engineer in charge of the Work stating that the Work has been completed and that there is no outstanding indebtedness known to Tenant with respect to the Work, any balance of the Net Proceeds held by Landlord shall be retained by Landlord. Tenant shall furnish to Landlord at the time of each such payment evidence satisfactory to Landlord that there has not been filed with respect to the Premises any vendor's, mechanic's, materialmen's, or other lien as a result of the Work which has not been discharged of record or bonded, unless Tenant has instituted proceedings to contest the validity or amount of such lien pursuant to Section 6 of this Lease. Landlord shall not be required to pay out any Net Proceeds when the Premises shall be encumbered by any such lien (unless bonding or proceedings shall have been instituted to contest the same as aforesaid) or if an Event of Default has occurred and is continuing under the Lease. The obligation of Tenant under this Section 24 to repair, restore and rebuild is not usable conditional upon the recovery of insurance proceeds from any insurance company. The provisions of Sections 12 and 13 of this Lease, except to the extent that such provisions are clearly inconsistent with the provisions of this Section 24, shall apply to Work required to be done under this Section 24. SECTION 24.03. If any Net Proceeds, which would be payable to Landlord or Tenant, are paid to any mortgagee of Landlord's interest in the Premises, said mortgagee may apply the Net Proceeds as provided by the terms of its mortgage. If said mortgagee exercises the right to apply the Net Proceeds to the reduction or pay-off of the debt secured by its mortgage, then Landlord at Landlord's sole option shall have the right (i) to provide, at its sole cost and expense, a fund of money to finance the Work that is equivalent to the amount of Net Proceeds used by the mortgagee to reduce or accessiblepay-off the mortgage debt or (ii) to terminate this Lease. If Landlord elects not to terminate, Landlord may provide such fund of money in installments to be paid as the Work progresses pursuant to the procedures for progress payments set forth in Section 24.02. SECTION 24.04. If the Premises is so damaged or destroyed by fire or other casualty as to be, no longer economically useful to Tenant in the conduct of its business during the last two (2) years of the Lease Term, or if it will take more than two hundred seventy (270) days to restore or repair, Tenant in lieu of repairing, restoring and rebuilding such improvements may terminate this Lease by giving not less than ninety (90) days notice of such termination to the Landlord, provided that the Net Proceeds are sufficient to restore the Premises. If the Net Proceeds are insufficient to restore the Premises as herein provided, Tenant's right to terminate this Lease shall not accrue until Tenant has provided to Landlord an amount of money equivalent to the difference between restoration costs, as reasonably determined by Landlord, and the Net Proceeds. Notice having been so given, this Lease shall terminate on the date specified in such notice, and all Net Proceeds payable as a result of such damage or destruction, shall be payable to Landlord and said mortgagee as their interests may appear. SECTION 24.05. If the damage or destruction occurs during the term of this Lease and the Premises is so damaged or destroyed by fire or other casualty and is not being used by Tenant (except that as to be, in Landlord's sole judgment, no longer economically useful to Landlord in the event conduct of its business, whatever that the portion business may then be, Landlord may terminate this Lease by giving no less than ninety (90) days notice of the Premises which is rendered untenantable precludes Tenant from operating such termination of Tenant’s business in the balance of the Premises in the manner it had . Notice having been conducted prior to the Casualty Dateso given, then all Rent this Lease shall be fully abated) until terminate on the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing specified in such restorationnotice, Landlord will not be obligated to spend more than the net and all insurance proceeds received by Landlord payable as a result of such Casualty plus damage or destruction, shall be payable to Landlord and any mortgagee as their interests may appear. If the Net Proceeds are insufficient to restore the Premises as herein provided, Tenant shall provide Landlord with an amount equal of money equivalent to the applicable deductible under difference between restoration costs as determined by Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements , and the Tenant Alterations, if anyNet Proceeds, and for this obligation of Tenant shall survive the loss termination of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 If In the event the Premises are shall be damaged by due to fire, earthquake the elements, unavoidable accident or other casualty (casualty, Landlord shall provide Tenant with an estimate of the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available time period required to repair such damage, then Landlord shall proceed with reasonable diligence to or restore the Premises to substantially and shall then cause the condition which existed prior damage to the damage and this Lease shall Premises (not terminate. If, in Landlord’s estimation, the damage cannot including Tenant's betterments or improvements) to be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises restored with reasonable due diligence to substantially the same condition existing on the Tender Dateas existed immediately prior to such damage, and this Lease shall continue in full force and effect, subject to any abatement rights of Tenant provided herein; provided provided, however, that Landlord shall not be obligated required to restore expend in such repair more than the proceeds of insurance recovered or recoverable with respect to such damage (i.e., the full replacement cost of the Premises). Tenant Improvements shall upon written notice from Landlord promptly restore, replace or repair Tenant's betterments and Tenant Alterations installed improvements to the Premises and other property items required to be insured by Tenant pursuant to Section 4.3 hereof. If the cost of restoring the Premises (not including Tenant's betterments or Tenant’s furnitureimprovements) to their condition prior to damage shall exceed the amount recoverable in any insurance policies carried by Landlord, fixtures or equipment. Landlord if the Premises are damaged by any casualty not insured against, Landlord, in the event Tenant elects (in writing) not to make such repairs, shall promptly provide have the right to terminate this Lease by giving Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to do so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable within thirty (or accessible30) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until days after the date on which Landlord substantially completes its restoration the damage occurs, whereupon this Lease shall terminate as of the date on which the damage occurred and all rent payable hereunder shall be equitably adjusted as of said date. In the event Landlord fails to give such notice, this Lease shall continue, and Landlord shall cause the Premises (not including Tenant's betterments and improvements) to be repaired and restored with due diligence to substantially the same condition as existing on the Tender Date. When performing existed immediately prior to such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if anydamage, and for the loss of Tenant shall promptly restore, replace or repair Tenant’s use of 's betterments and improvements to the Premises and any other related losses or damages incurred property items required to be insured by Tenant pursuant to Section 4.3 hereof. If Tenant is unable to reasonably occupy the premises following a casualty, as long as the damage to the premises was not caused by the Tenant's gross negligence or willful misconduct, the Tenant's obligation to pay rent under this Lease shall a▇▇▇▇ during any reconstruction periodthe period Tenant is unable to conduct its business on the Premises.

Damage or Destruction. 4.9.1 In the event of any damage or destruction to the Premises by fire or other cause during the term hereof, the following provisions shall apply: a. If the Premises are Building is damaged by fire, earthquake fire or any other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (cause to such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) extent that the damage can be repaired in a manner necessary cost of restoration, as estimated by Landlord, will equal or exceed fifty percent (50%) of the replacement value of the Building (exclusive of foundations) just prior to cause it to be in the same condition as it was on occurrence of the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord may, not later than the sixtieth (60th) day following the damage, give Tenant written notice of Landlord’s election to terminate this Lease. b. If the cost of restoration as estimated by Landlord will equal or exceed fifty percent (50%) of said replacement value of the Building and if the Demised Premises are not suitable as a result of said damage for the purposes for which they are demised hereunder, in the reasonable opinion of Landlord and Tenant, then Tenant may, no later than the sixtieth (60th) day following the damage, give Landlord a written notice of election to terminate this Lease. c. If the cost of restoration as estimated by Landlord shall proceed amount to less than fifty percent (50%) of said replacement value of the Building, or if, despite the cost, Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Demised Premises with reasonable diligence promptness, subject to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in delays beyond Landlord’s estimation, control and delays in the damage cannot be repaired within such 180 day period, the destruction was cased making of insurance adjustments by an uninsurable event or if there are insufficient insurance proceeds available Landlord; and Tenant shall have no right to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that except as herein provided. Landlord shall not be obligated responsible for restoring or repairing leasehold improvements of Tenant. d. In the event either of the elections to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furnitureterminate is properly exercised, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect this Lease shall be deemed Landlord’s decision not to restore. Base Rent terminate on the date of the receipt of the notice of election and Additional Rent all rentals shall be reduced during paid up to that date. Tenant shall have no claim against Landlord for the period value of Landlord’s restoration any unexpired term of this Lease. e. In any case where damage to the Building shall materially affect the Demised Premises so as to render them unsuitable in whole or in part for the purposes for which they are demised hereunder, then, unless such destruction was wholly or partially caused by the negligence or breach of the Premises in proportion to the terms of this Lease by Tenant, its employees, contractors or licensees, a portion of the rent based upon the amount of the extent to which the Demised Premises which is not usable (are rendered unsuitable shall be abated until repaired or accessible) restored. If the destruction or damage was wholly or partially caused by negligence or breach of the terms of this Lease by Tenant as a result of such casualty aforesaid and is if Landlord shall elect to rebuild, the rent shall not being used by ▇▇▇▇▇ and Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage remain liable for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodsame.

Damage or Destruction. 4.9.1 9.1.1 In case of damage to the Premises or the Building by fire or other casualty, Tenant shall give immediate notice to Landlord. If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed 30% of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, or if insurance proceeds sufficient for restoration are for any reason unavailable, then Landlord may no later than the sixtieth (60th) day following the damage, give Tenant a notice of election to terminate this Lease. In the event of such an election this Lease shall be deemed to terminate on the third day after the giving of said notice, Tenant shall surrender possession of the Premises within a reasonable time thereafter, and the Rent and Additional Rent shall be apportioned as of the date of said surrender and any Rent paid for any period beyond said date shall be repaid to Tenant. If the cost of restoration as estimated by Landlord shall amount to less than 30% of such replacement value of the Building and insurance proceeds sufficient for restoration are available, or if despite the cost Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Premises (to the extent of improvements to the Premises originally provided by Landlord hereunder) with reasonable promptness, subject to delays beyond Landlord’s control and delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. To the extent that the Premises are damaged rendered untenantable, the Rent shall proportionately ▇▇▇▇▇, except in the event such damage resulted from or was contributed to, directly, or indirectly, by firethe act, earthquake fault or other casualty (neglect of Tenant, Tenant’s contractors, agents, employees, invitees or licensees, in which event Rent shall ▇▇▇▇▇ only to the “Casualty”). Tenant shall give extent Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of receives proceeds from Landlord’s actual knowledge rental income insurance policy to compensate Landlord for loss of such damage) that rent. 9.1.2 No damages, compensations 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 damage can be repaired in a manner necessary to cause it to be in Premises or of the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Building. Landlord shall proceed with reasonable diligence use its best efforts to restore the Premises to substantially the condition which existed prior to the damage and effect such repairs promptly. 9.1.3 Landlord will not carry insurance of any kind on any improvements paid for by Tenant or on Tenant’s furniture or furnishings or on any fixtures, equipment, personal property, inventory, improvements or appurtenances of Tenant under this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant repair any damage thereto or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore replace the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodsame.

Damage or Destruction. 4.9.1 If SECTION 9.1 In the Premises are damaged by firecase of any particular casualty to the Improvements resulting in damage or destruction in excess of One Hundred Thousand and No/100 Dollars ($100,000), earthquake or other casualty (the “Casualty”). Tenant shall promptly give Landlord prompt written notice thereofthereof to Landlord. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days Regardless of Landlord’s actual knowledge the amount of such damage) that the any damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damageor destruction, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord Tenant shall, at its sole cost and expense, restore and whether or not the Premises insurance proceeds, if any, shall be sufficient for the purpose, either restore, repair, replace, rebuild or alter the Improvements as nearly as possible to their value, condition and character immediately prior to such damage or destruction substantially in accordance with reasonable diligence to substantially the same condition existing on the Tender Date; provided that plans and specifications approved in writing by Landlord and any Mortgagee (such approval shall not be obligated unreasonably withheld, conditioned or delayed). Such restoration, repairs, replacements, rebuilding or alterations shall be commenced promptly, and prosecuted in a good and workmanlike manner with reasonable diligence. Within thirty (30) days or such longer period as is reasonably necessary after any casualty, but in no event greater than sixty (60) days after such casualty, Tenant shall deliver to Landlord an estimate of the costs to repair, restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant and/or rebuild the Demised Premises in accordance with written notice the terms of its election to restore the Premisesthis Lease, which notice shall also specify the expected duration of such restoration. Failure to so elect estimate shall be deemed Landlord’s decision not prepared by a licensed contractor or architect acceptable to restore. Base Rent and Additional Rent Landlord (such consent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net unreasonably withheld, conditioned or delayed). SECTION 9.2 All insurance proceeds received by Landlord as a result or any Mortgagee, on account of such Casualty plus an amount equal to damage or destruction, less the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements costs, fees and the Tenant Alterationsexpenses, if any, and incurred in connection with adjustment of the loss, shall be applied to pay or, if Tenant elected to make advance payments, reimburse Tenant, for the loss payment of the cost of the aforesaid restoration, repairs, replacements, rebuilding or alterations, including the cost of temporary repairs or for the protection of property pending the completion of permanent restoration, repairs, replacements, rebuilding or alteration (all of which temporary repairs, protection of property and permanent restorations, repairs, replacements, rebuilding or alterations are hereinafter collectively referred to as the "restoration"), and provided there is no Event of Default under this Lease, shall be paid out from time to time as such restoration progresses upon the written request of Tenant which shall be accompanied by the following: (a) A certificate signed by Tenant, dated not more than five (5) days prior to such request, setting forth the following: (i) that the sum then requested either has been paid by Tenant, 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 such 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 Tenant, and that the sum then requested does not exceed the value of the services and materials described in the certificate; (ii) that on the date of Tenant’s use 's certificate, except for the amount, if any, stated pursuant to the foregoing subclause (a)(i) in such certificate to be due for services or materials and any retainage permitted under the agreement with the contractor, there is no outstanding indebtedness known to the Tenant, after due inquiry, which is then due for labor, wages, materials, supplies or services in connection with such restoration; and (iii) that on the date of Tenant's certificate the cost, as estimated by Tenant, of the Premises 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 amounts otherwise available to Tenant, after payment of the sum requested in such certificate; (b) A title company or official search, 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; and any other related losses or damages incurred In the event the total cost of the restoration exceeds the Insurance Threshold Amount at the time the certificate is delivered, the certificate required by clause (a) of this Section 9.2 shall be signed also by an independent licensed architect and/or engineer, who shall be in charge of the restoration and shall be selected by Tenant during and approved in writing by Landlord. Upon compliance with the foregoing provisions of this Section 9.2, there shall be paid or caused to be paid out of such insurance money to Tenant or the Persons named pursuant to subclause (a)(i) of this Section 9.2 in such certificate the respective amounts stated therein to have been paid by Tenant or be due to them, as the case may be. If the insurance money at the time available for the purpose, less the actual costs, 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, Tenant shall pay the deficiency. Any such deficiency shall be paid by Tenant prior to application of the insurance money. Upon receipt by Landlord, or the Mortgagee, of the items required by clauses (a) and (b) of this Section 9.2 evidencing that the restoration has been completed and paid for in full and that there are no liens of the character referred to herein or right to obtain the same by filing, and provided (i) Lessor shall be reasonably satisfied that sufficient funds are available to complete the restoration, and (ii) Tenant is not in default under this Lease, any reconstruction period.balance of the insurance

Damage or Destruction. 4.9.1 (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 diligently repair the damage to and restore and rebuild the Building and the core and shell of the Premises (excluding the Tenant’s Work, Alterations, leasehold improvements, 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 the damage or destruction and the collection of the insurance proceeds attributable to such damage (herein called “Landlord’s Restoration Work”), and (b) Tenant shall diligently repair the damage to and restore and repair the Tenant’s Work, Alterations, leasehold improvements, 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 (herein called “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, in connection with any Tenant’s Restoration Work costing in excess of $500,000.00 (as reasonably estimated by Landlord) the proceeds of policies providing coverage for leasehold improvements and Tenant’s improvements and betterments (other than for Tenant’s Property) 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 undisbursed balance of such proceeds (exclusive of the ten percent (10%) retention); provided, however, no such proceeds need be paid over to Landlord if the Tenant under this Lease is the Named Tenant and such Named Tenant has a net worth (as defined in Article 7 above) or market capitalization at least equal to the Named Tenant as of the Effective Date (and reasonable proof thereof is provided to Landlord). 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 (unless the balance of said proceeds shall be used to make final payments to release the same). 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 the Tenant’s Work, Alterations, leasehold improvements and Tenant’s improvements and betterments shall be paid to Landlord in an amount not to exceed the unamortized portion of the Work Allowance (determined as of the date of such casualty) (which amortization shall be determined over a period of time commencing on the Rent Commencement Date and ending on the initially-scheduled Expiration Date). Tenant shall be solely responsible for (i) the amount of any deductible under the policy insuring leasehold improvements and Tenant’s improvements and betterments and (ii) the amount, if any, by which the cost of repairing and restoring the leasehold improvements and 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 (herein called the “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 cost of such Specified Restoration Work within thirty (30) days following the giving of Landlord’s written demand therefore (provided that the cost of such Specified Restoration Work shall not be substantially higher than that which would have been incurred by Tenant). 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 (herein called “Tenant’s Property Removal Obligation”). In the event that Tenant fails to comply with Tenant’s Property Removal Obligation within fifteen (15) 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. If the nature of the casualty and the nature of the restoration results in Landlord performing Landlord’s Restoration Work in conjunction with Tenant performing Tenant’s Restoration Work, each of Landlord and Tenant shall reasonably cooperate with each other in the performance and scheduling of such work. 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 (it being understood and agreed that the entire Premises shall be deemed untenantable if a portion of the Premises is untenantable and Tenant is not able, in Tenant’s reasonable discretion, to utilize the remainder of the Premises for the ordinary conduct of Tenant’s business therein), for the period (as such period shall be extended on a day-for-day basis to the extent Tenant is delayed in performing its restoration work due to Landlord’s negligence or willful misconduct) from the date of the damage or destruction to (i) the date the damage to the core and shell of the Premises (exclusive of leasehold improvements, 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) or (ii) 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 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 its 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 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. (a) If the Building shall be totally damaged or destroyed by fire or other casualty, or if the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damagedestroyed) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within its repair or restoration requires more than one hundred-eighty hundred (180) days or the expenditure of more than forty (40%) 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 seventy-five (75%) 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 ninety (90) 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. (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 becomes aware is required to or elects to repair and restore the Premises pursuant to Section 19.01(a) above, Landlord shall, within sixty (60) 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, as estimated by Landlord’s architect or engineer. If such estimated date is more than fifteen (15) months after the date of such damage and provided that there are sufficient insurance proceeds available to repair such damageor destruction, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and Tenant may terminate this Lease by notice to Landlord, which notice shall not terminatebe 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. If, in Landlord’s estimation, the damage cannot be repaired Failure by Tenant to provide such notice within such 180 thirty (30) day period, the destruction was cased period shall be deemed an election by an uninsurable event or if there are insufficient insurance proceeds available Tenant not to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith terminate this Lease. If Tenant elects not to either: (a) terminate this Lease or (b) restore 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, 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) If more than 50% percent of the rentable square footage 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 condition which existed on may be extended pursuant to the Tender Date terms hereof) such that the Landlord’s Restoration Work and the Tenant’s Restoration Work, in the aggregate, are estimated (as estimated by independent architect or engineer each selected by Landlord and Tenant for each party’s respective work) to take longer than one hundred fifty (150) days, then in such case Landlord may terminate this Lease will continueby 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 or thirty (30) days after receipt of such estimate, whichever is later, and such election shall be effective upon the expiration of five (5) 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). 4.9.2 If 19.04. Except as expressly provided in Section 19.03(b) or (c) hereof, Tenant shall not be entitled to terminate this Lease and Landlord elects shall have no liability to restore 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 a default by Tenant under subparagraph 4.9.1 abovethis Lease beyond the expiration of any applicable cure or grace period, then either Landlord shallor any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, at its sole cost and expensewithout limitation, restore rent insurance proceeds) applicable to damage or destruction of the Premises with reasonable diligence or the Building by fire or other casualty, then, without prejudice to substantially any other remedies which may be available against Tenant, there shall be no abatement or reduction of the same condition existing Fixed Rent or Additional Charges. 19.06. Landlord will not carry insurance of any kind on the Tender Date; Tenant’s Property, leasehold improvements and improvements and betterments, and, except as provided that Landlord by law or by reason of Landlord’s negligence or willful misconduct or its breach of any of its obligations hereunder, shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant repair any damage to or replace Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policyProperty. Tenant agrees to look first to the provider of Tenant’s its insurance for coverage for the reconstruction recovery of the Tenant Improvements and the Tenant Alterations, if any, and for the any damage to or loss of Tenant’s use Property. If Tenant shall fail to maintain such insurance, Landlord shall have the right to obtain insurance on Tenant’s Property and the cost thereof shall be Additional Charges under this Lease and payable by Tenant to Landlord on demand. 19.07. The provisions of this Article 19 shall be deemed an express agreement governing any case of damage or destruction of the Premises by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, providing for such a contingency in the absence of an express agreement, and any other related losses law of like import, now or damages incurred by Tenant during any reconstruction periodhereafter in force, shall have no application in such case.

Damage or Destruction. 4.9.1 If at any time after the execution of this lease, the Premises, or any portion thereof, should be damaged or destroyed by any casualty insured under any fire and extended coverage insurance policy or policies required on the part of Landlord to be maintained hereunder, Landlord shall forthwith and immediately commence to repair and restore the Premises are damaged by fireso far as practicable to the condition the Premises were in immediately prior to such damage or destruction, earthquake or other casualty (the “Casualty”). Tenant and Landlord shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in complete the same condition as it was on within a reasonable time, and the Tender Date within one hundred-eighty (180) days after Landlord becomes aware rent from the time of such damage or destruction until the completion of repair and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect restoration shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises equitably abated in proportion to the portion extent and value of the Premises space which is unusable during said period for the purpose of operating Tenant's business. Tenant agrees to notify Landlord in writing not usable less than thirty (30) days prior to the date Tenant opens for business in the Premises of the actual cost of all permanent leasehold improvements and betterments installed or accessible) to be installed by Tenant as a result in the Premises (whether same have been paid for entirely or partially by Tenant), but exclusive of such casualty Tenant's personal property, moveable trade fixtures and is contents. Similar notifications shall be given to Landlord not being used less than thirty (30) days prior to the commencement of any proposed alterations, additions or improvements to the Premises by Tenant (except that in if same are permitted under the event that terms of this lease) subsequent to the portion initial construction of the Premises which is rendered untenantable precludes Premises. If Tenant from operating Tenant’s business in fails to comply with the balance of the Premises in the manner it had been conducted prior to the Casualty Dateforegoing provisions, then all Rent any loss or damage Landlord shall sustain by reason thereof shall be fully abated) until the date on which borne by Tenant and shall be paid immediately by Tenant upon receipt of a ▇▇▇▇ therefor and evidence of such loss; and, in addition to any other rights or remedies reserved by Landlord substantially completes its restoration of under this lease, Landlord's obligation to repair, replace and/or rebuild the Premises to the condition as existing on in which they existed prior to such loss. In either case, Tenant shall pay the Tender Date. When performing cost of such restoration. In the event the Premises shall be untenantable, Landlord will not be obligated the Annual Rent and other sums payable hereunder shall ▇▇▇▇▇ to spend more than the net insurance extent of proceeds actually received by Landlord under any rent insurance policy. No damage or deduction to the Premises shall allow Tenant to surrender possession of the Premises nor affect Tenant's liability for the payment of rent or any other covenant herein contained, except as may be specifically provided in this lease. Notwithstanding anything else to the contrary contained in this Section or elsewhere in this lease, Landlord, at its option, may terminate this lease on thirty (30) days notice to Tenant if-- (a) the Premises and/or building in which the Premises are located shall be damaged or destroyed as a result of an occurrence which is not covered by Landlord's insurance; or (b) the Premises shall be damaged or destroyed during the last two (2) years of the term or the last 25% of the term, whichever is greater, and, in such Casualty plus event, the Tenant also shall have the option to terminate this lease on thirty (30) days written notice to Landlord; or (c) any or all of the building or common areas of the Complex are damaged (whether or not the Premises are damaged) to such an amount equal to extent that, in the applicable deductible under sole judgment of Landlord’s insurance policy, the Complex cannot be operated as an economically viable unit. Tenant agrees shall give to look Landlord prompt written notice of any damage to the provider or destruction of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use any portion of the Premises and any resulting from fire or other related losses or damages incurred by Tenant during any reconstruction periodcasualty.

Damage or Destruction. 4.9.1 a. If at any time during the term of this Lease there is damage or destruction for which the cost to repair is twenty-five percent (25%) or more of the replacement value of the Premises are damaged by fire, earthquake or other casualty of the entire Building (the a “Casualty”). Tenant , Landlord shall give Landlord prompt within, thirty (30) days after Landlord’s receipt of notice from Landlord’s insurer of its determination of the insurer’s proposed coverage of the Casualty, provide written notice thereof. If Landlord estimates to Tenant (such estimate to be performed within forty-five (45“Repair Notice”) calendar days of Landlord’s actual knowledge of such damage) that stating the anticipated period for repairing the damage can and whether Landlord has elected to repair the damage or terminate this Lease. The Repair Notice shall be repaired in accompanied by a manner necessary certified statement executed by a contractor retained by Landlord to cause it complete the repairs, or, if Landlord has not retained a contractor, a licensed contractor not affiliated with Landlord, certifying the contractor’s estimate of the anticipated period for repairing the Casualty. Landlord may elect to be in terminate this Lease if (i) the same condition as it was on contractor’s estimated period for repairing the Tender Date within casualty exceeds one hundred-hundred eighty (180) days from the date of Casualty, or (ii) the Casualty is caused by a peril not required to be insured against by this Lease and is not actually insured against, or (iii) the insurance proceeds plus deductible amount will not be sufficient to repair the Casualty (based upon the estimated cost to repair prepared by the contractor providing the estimate of the time period to repair). Landlord may not elect to terminate this Lease under this Article unless Landlord also elects to terminate the leases of all similarly situated tenants, provided that Landlord has the right under each applicable lease to terminate based on the extent of the Casualty. Tenant may elect to terminate this Lease if the contractor’s estimated period for repairing the casualty exceeds one hundred eighty (180) days from the date of Casualty. If the Repair Notice indicates that the anticipated period for repairing the Casualty exceeds one hundred eighty (180) days from the date of Casualty, Tenant may elect to terminate this Lease by providing written notice to Landlord within ten (10) days after Tenant’s receipt of the Repair Notice. If this Lease is not terminated pursuant to this Section, Landlord becomes aware shall diligently commence repair and restoration and prosecute the same to completion. b. Upon any termination of this Lease under any of the provisions of this Paragraph 19, the 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 therefore accrued and are then unpaid. c. In the event of any Casualty, the rental provided to be paid under this Lease shall be abated proportionally in the ratio which the Tenant’s use of said Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of said Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. d. Tenant shall not be released from any of its obligations under this Lease except as expressly stated in this Paragraph 19. Notwithstanding anything to the contrary contained in this Paragraph 19, should Landlord be delayed or prevented from repairing or restoring said damaged Premises within one (1) year 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 causes beyond the reasonable control of Landlord, Landlord shall be relieved of its obligation to make such repairs or restoration and provided that there are sufficient insurance proceeds available Tenant shall be released from its obligations under this Lease as of the end of said one (1) year period. e. If Landlord is obligated to or elects to repair such damageor restore as herein provided, then Landlord shall proceed with reasonable diligence be obligated to make repairs or restoration only of those portions of said Premises which are Landlord’s obligations to maintain under Paragraph 11; and the repair and restoration of any leasehold improvements made by Tenant (including the Initial Tenant Improvements) and any other alterations or improvements made to the Premises by Tenant, and Tenant’s FF&E shall be the obligation of Tenant. f. Notwithstanding anything to the contrary contained in this Paragraph, Landlord shall have no obligation whatsoever to repair, reconstruct or restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, terminate thirty (30) days after notice from Landlord (1) if the damage canis due to a cause not required to be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease insured against or (b2) restore when the Premises to substantially damage occurs during the same condition which existed on last twelve (12) months of the Tender Date and term of this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender DateLease; provided that Landlord shall not be obligated if Tenant then has an option to restore extend the then term for a period of at least five years, Tenant Improvements and Tenant Alterations installed by Tenant has previously exercised the option to extend the term or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant exercises such option with written notice of its election to restore thirty (30) days after the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period date of Landlord’s restoration notice referred to in this sentence. g. The provisions of Section 1932 (2), and Section 1933 (4), of the Premises in proportion to the portion of the Premises which is not usable (or accessible) California Civil Code are hereby waived by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

Damage or Destruction. 4.9.1 If 22.1 In the event of damage to or destruction of all or any portion of the Premises are damaged or the improvements and fixtures thereon (but excluding any improvements made by fireTenant and any Tenant trade fixtures) (collectively, earthquake or other casualty (“improvements”) arising from a risk covered by the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired insurance described in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damageSection 21.2, then Landlord shall within a reasonable time commence and proceed with reasonable diligence diligently to repair, reconstruct and restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If(collectively, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a“restore”) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on as they were in immediately prior to the Tender Date casualty. Tenant shall be responsible for its Pro Rata Share of insurance deductibles pursuant to Section 7.1(b), and Landlord shall be responsible for all costs of restoration in excess of insurance proceeds and deductibles. Except as expressly set forth below, this Lease will continueshall continue in full force and effect, notwithstanding such damage or destruction. 4.9.2 If 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord elects shall, within a reasonable time and at its expense, commence and proceed diligently to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence improvements to substantially the same condition existing on as they were in immediately prior to the Tender Datecasualty. Notwithstanding the foregoing, this Lease shall continue in full force and effect; provided provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration exceeds $200,000, or (ii) occurs at any other time and the expense of restoration exceeds $500,000, Landlord may at its election terminate the Lease unless Tenant elects to pay the full cost of restoration. Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.3 In satisfying its obligations under this Article 22, Landlord shall not be obligated required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of Tenant, which consent will not be unreasonably withheld or delayed, Landlord may restore Tenant Improvements the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent, and Tenant Alterations installed shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration. Notwithstanding the foregoing, in the event restoration cannot reasonably be completed within nine (9) months following the damage or destruction, Landlord will give notice thereof to Tenant within sixty (60) days following such damage or Tenant’s furnituredestruction, fixtures or equipment. Landlord shall promptly provide and Tenant with at its election may by written notice of its election to restore Landlord terminate this Lease effective nine (9) months following such damage or destruction. In the Premises, which notice shall also specify the expected duration event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. Failure . 22.5 Notwithstanding anything to so elect shall the contrary contained in this Article, should Landlord be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during delayed or prevented from completing the period of Landlord’s restoration of the Premises in proportion improvements after the occurrence of such damage or destruction by reason of acts of God, war, government restrictions, inability to procure the portion necessary labor or materials, strikes, or other causes beyond the control of Landlord (but excluding economic conditions or financial inability to perform), the Premises which is not usable (time for Landlord to commence or accessible) by Tenant complete restoration shall be extended for the time reasonably required as a result of such event. 22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company. 22.7 Tenant waives the provisions of Civil Code Section 1932(2) and is not being used by Tenant (except 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties’ rights and obligations in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent damage or destruction shall be fully abated) until governed by the date on which Landlord substantially completes its restoration provisions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Lease.

Damage or Destruction. 4.9.1 If (a) Subject to the Premises provisions of Section 11.2(b): (x) all risk or loss concerning the Assets that occurs on or prior to the Closing shall be borne by Seller; and (y) all risk of loss concerning the Assets that occurs after the Closing shall be borne by Purchaser. (b) In the event that, on or prior to the Closing Date, the Assets are materially damaged in whole or in part by fire, earthquake fire or other casualty (“materially” being defined as any damage that in the “Casualty”reasonable estimation of Seller would cost in excess of Five Thousand and 00/100 Dollars ($5,000.00) to repair). Tenant , the following procedures shall give Landlord prompt written notice thereof. If Landlord estimates apply: (such estimate to be performed within forty-five (45i) calendar days Seller shall notify Purchaser in writing of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty two (1802) days after Landlord becomes Business Days following Seller becoming aware of such damage (the “Asset Damage Notice”). (ii) If the estimated costs of repairing damage to any Real Property (the “Damaged Property”) and provided any Assets located on the Damaged Property (collectively, the “Damaged Property Components”) is less than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Damage Threshold Amount”), which estimated repair costs (the “Estimated Repair Costs”) shall be determined in accordance with Section 11.2(b)(iii), then the provisions of Section 11.2(c) of this Agreement shall exclusively apply. In the event that there are sufficient insurance proceeds available the Estimated Repair Costs to repair such damagedamage to the Damaged Property Components for any Damaged Property is equal to or greater than the Damage Threshold Amount, then Landlord the provisions of Section 11.2(d) of this Agreement shall proceed with exclusively apply. (iii) Within thirty (30) calendar days following the delivery of the Asset Damage Notice, Seller shall deliver to Purchaser a written notice (the “Damage Estimate Notice”) that sets forth Seller’s reasonable diligence estimate of Estimated Repair Costs to restore repair the Premises to substantially the condition which existed prior damage to the damage and this Lease shall not terminateDamage Property Components for the Damaged Property. IfIn the event that Purchaser reasonably challenges Seller’s estimate of the Estimated Repair Costs in the Damage Estimate Notice, in Landlordthen Purchaser must deliver a written notice to Seller (the “Estimate Dispute Notice”) within thirty (30) days following Purchaser’s estimation, receipt of the damage cannot be repaired Damage Estimate Notice that sets forth Purchaser’s estimate of the Estimated Repair Costs. If Purchaser fails to deliver the Estimated Dispute Notice to Seller within such 180 thirty (30) day period, Purchaser shall be deemed to have waived its right to challenge Seller’s estimate of the destruction was cased by Estimated Repair Costs in the Damage Estimate Notice and Seller’s estimate shall be binding on the Parties. In the event that Purchaser delivers an uninsurable event or if there are insufficient insurance proceeds available Estimate Dispute Notice to repair such damage Seller, then Seller shall deliver a written notice to Purchaser (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below“Estimate Response Notice”), Landlord may elect in its sole discretion exercised in good faith within three (3) Business Days following the delivery of the Estimate Dispute Notice, electing to either: (ai) terminate this Lease utilize Purchaser’s estimate of Estimated Repair Costs in the Estimate Dispute Notice, in which case Purchaser’s estimate shall be final and binding on the parties, or (ii) have the Estimated Repair Costs determined by a contractor licensed in the Commonwealth of Virginia reasonably acceptable to both Purchaser and Seller (the “Estimating Contractor”). Failure by Seller to deliver the Estimate Response Notice to Purchaser prior to the expiration of such three (3) Business Day period (the “Estimate Election Deadline”) shall be deemed to be Seller’s election to have the Estimated Repair Costs determined by an Estimating Contractor. In the event that Seller elects or is deemed to have elected to have the Estimated Repair Costs determined by an Estimating Contractor, the parties shall mutually attempt to agree on an Estimating Contractor within five (5) Business Days following the Estimating Election Deadline. If the parties are unable to mutually agree on an Estimating Contractor, then prior to the expiration of the five (5) Business Day period, Seller and Purchaser shall each designate in writing to the other party a contractor licensed in the Commonwealth of Virginia and those two designated contractors shall select the Estimating Contractor. The determination by the Estimating Contractor of the amount of the Estimated Repair Costs shall be final and binding on the parties. (c) In the event that the Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is less than the Damage Threshold Amount, then Seller shall deliver a written notice to Purchaser (the “Minor Damage Election Notice”) in which Seller elects either to: (i) have Seller that owns the Damaged Property repair the damage to the Damaged Property Components prior to Closing (which shall be extended for a reasonable period of time to permit performance of such repairs) at no cost or expense to Purchaser; or (b) restore not repair such damage prior to Closing, in which case Purchaser shall be entitled to a credit against the Premises Purchase Price in the amount of the Estimated Repair Costs. If Seller fails to substantially deliver the same condition which existed on Minor Damage Election Notice to Purchaser within five (5) Business Days following the Tender Date and this Lease will continue. 4.9.2 If Landlord elects determination of Estimated Repair Costs pursuant to restore the Premises under subparagraph 4.9.1 aboveSection 11.2(b)(iii), then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect Seller shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during have elected to have the period of Landlord’s restoration of applicable Seller repair the Premises in proportion to the portion of the Premises which is not usable Damaged Property Components. (or accessibled) by Tenant as a result of such casualty and is not being used by Tenant (except that in In the event that the portion Estimated Repair Costs to the Damaged Property Components for any Damaged Property, as determined pursuant to Section 11.2(b)(iii), is equal to or greater than the Damage Threshold Amount, at the election of Purchaser, which election shall be set forth in a written notice from Purchaser to Seller (the “Major Damage Election Notice”), this Agreement may be terminated pursuant to this Section upon delivery of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in Major Damage Election Notice to Seller. The Major Damage Election Notice shall be delivered by Purchaser to Seller within five (5) Business Days following the balance final determination of the Premises in Estimated Repair Amount pursuant to Section 11.2(b)(iii). If Purchaser fails to deliver the manner it had been conducted prior Major Damage Election Notice within that five (5) Business Day period, Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser elects to proceed with the Closing of the transactions contemplated under and pursuant to the Casualty Dateprovisions of this Agreement, then Seller shall (i) assign to Purchaser the right to collect any and all Rent shall be fully abatedinsurance proceeds in respect of such Damaged Property after the Closing, and (ii) until provide Purchaser a credit against the date on which Landlord substantially completes its restoration Purchase Price in an amount of the Premises equal to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net (a) any applicable deductible and (b) any insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss Closing Date. Any termination of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodthis Agreement pursuant to this Section 11.2 shall be in accordance with Article XII below.

Damage or Destruction. 4.9.1 If either the Building, the Project or the Premises are should be partially or wholly destroyed or damaged by fire, earthquake fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (and such estimate to damage or destruction cannot in Landlord's judgment be performed repaired or substantially restored within forty-five (45) calendar 180 days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware date of such damage and provided that there are sufficient insurance proceeds available to repair such damageor destruction, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage so notify Tenant and this Lease shall not terminate. Ifeither party hereto may, in Landlord’s estimationat its option, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore by giving written notice thereof to the other party within 30 days after the date of such casualty. In such event, rent shall be apportioned to and shall cease as of the date of such casualty. If neither party exercises this option, then the Premises shall be reconstructed and restored, at Landlord's expense, to substantially the same condition which existed on as they were prior to the Tender Date casualty, provided that, if Tenant has made any alterations, additions or improvements pursuant to Article 11 or if tenant improvements have been constructed at a cost in excess of costs paid or reimbursed by Landlord, then Tenant shall reimburse Landlord for the excess cost of reconstructing the same whether or not the cost of restoration exceeds the cost of initial construction. In the event of such reconstruction, rent shall be abated in proportion to the area of the Premises not capable of use by Tenant from the date of the casualty until substantial completion of the reconstruction repairs and this Lease will continue. 4.9.2 shall continue in full force and effect for the balance of the Term. If Landlord elects to restore the Project, the Building or the Premises under subparagraph 4.9.1 aboveshould be damaged by fire or other casualty and, in Landlord's judgment, the Premises can be substantially restored within 180 days of the date of such damage, then Landlord shallsuch damaged part of the Premises shall be reconstructed and restored, at its sole cost and Landlord's expense, restore the Premises with reasonable diligence to substantially the same condition existing on as they were prior to the Tender Date; casualty, provided that if Tenant has made any alterations, additions or improvements or if tenant improvements have been constructed for a cost in excess of amounts paid by Landlord, then Tenant shall reimburse Landlord shall for the excess cost of reconstructing the same whether or not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipmentthe cost of reconstruction exceeds cost of initial construction. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during abated in the period of Landlord’s restoration proportion which the approximate area of the Premises in proportion to the damaged and destroyed portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that bears to the total area in the event that Premises from the portion date of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business casualty until substantial completion of the reconstruction repairs; and this Lease shall continue in full force and effect for the balance of the Premises Term. Landlord shall use reasonable diligence in the manner it had been conducted prior completing such reconstruction repairs. Notwithstanding anything else to the Casualty Datecontrary contained in this Article 17, then all Rent Landlord shall be fully abated) until have no obligation to pay for the date on which Landlord substantially completes its repair or restoration of damage or destruction to the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend caused by fire or other casualty more than the net amount of the insurance proceeds received payable for the benefit of Landlord by Landlord as a result reason of such Casualty damage or destruction, plus an amount equal to the applicable deductible under Landlord’s insurance policy. any amounts actually paid by Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction excess of the Tenant Improvements and cost of reconstructing tenant improvements over the Tenant Alterations, if any, and for the loss original cost of Tenant’s use of the Premises and any other related losses or damages incurred such tenant improvements paid initially by Tenant during any reconstruction periodLandlord.

Damage or Destruction. 4.9.1 If the Premises are partially damaged or destroyed by fireany casualty insured against under any insurance policy maintained by Landlord, earthquake or other casualty (Landlord shall, on receipt of the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to proceeds, repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition in which existed the Premises were immediately prior to such damage or destruction. Landlord’s obligation under the preceding sentence shall not exceed the lesser of the cost of the standard improvements installed by Landlord in the Premises, or the proceeds received by Landlord from any insurance policy maintained by Landlord. Until such repair is complete, the Basic Monthly Rent59 shall be abated proportionately commencing on the date of such damage or destruction as to that portion of the Premises rendered untenantable, if any. If (a) by reason of such occurrence the Premises are rendered wholly untenantable, (b) the Premises are damaged as a result of a risk not covered by insurance, (c) the Premises are damaged in whole or in part during the last twelve (12) months of the Term, (d) the Premises or the Building (whether or not the Premises are damaged) is damaged to the extent of twenty-five percent (25%) or more of the then-replacement value of either or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, or (e) insurance proceeds adequate to repair the Property are not available to Landlord for any reason, Landlord may either elect to repair the damage or cancel this Lease by notice of cancellation within thirty (30) days after such event, and60 such notice Tenant shall vacate and surrender the Premises to Landlord. If Landlord elects to repair any such damage, any abatement of Basic Monthly Rent shall end on notice given by Landlord to Tenant that the Premises have been repaired. If the damage is caused by the negligence of Tenant or Tenant’s Occupants, Basic Monthly Rent shall not ▇▇▇▇▇. Except for abatement of Basic Monthly Rent61, if any, Tenant shall have no claim against Landlord for any loss suffered by reason of any such damage, destruction, repair or restoration, nor may Tenant terminate this Lease as the result of any statutory provision in effect on or after the date of this Lease pertaining to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore of the Premises to substantially or the same condition which existed Building. The proceeds of all insurance carried by Tenant on Tenant’s furnishings, trade fixtures, leasehold improvements, equipment and other personal property shall be held in trust by Tenant for the Tender Date purpose of the repair and this Lease will continue. 4.9.2 If Landlord elects to restore replacement of the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that same. Landlord shall not be obligated required to restore Tenant Improvements repair any damage to, or to make any restoration or replacement of, any furnishings, trade fixtures, leasehold improvements, equipment and Tenant Alterations other personal property installed in the Premises by Tenant or at the direct or indirect expense of Tenant62. Unless this select, together with rental interruption insurance in a commercially reasonable amount, (y) commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 per occurrence, and (z) any insurance required by law for the protection of employees of Landlord working on or around the Property (including, without limitation, worker’s compensation insurance) with no less than the limits required by law. All such insurance shall be provided by financially capable, licensed, third-party insurers. 59 and Tenant’s furnitureShare of Operating Expenses 60 within thirty (30) days after receipt of 61 and Tenant’s Share of Operating Expenses 62 , fixtures unless such damage is caused by the willful misconduct or equipment. gross negligence of Landlord or Landlord’s employees or agents (but subject to the waiver of subrogation provisions set forth in Paragraph 12) Lease is terminated by Landlord pursuant to this Paragraph, Tenant shall promptly provide Tenant with written notice of its election be required to restore the Premisesor replace such furnishings, which notice shall also specify the expected duration of such restoration. Failure trade fixtures, leasehold improvements, equipment and other personal property on damage or destruction in at least a condition equal to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted existing prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodevent.

Damage or Destruction. 4.9.1 11.1 If the Premises are Building or the Premises, or any part thereof, is damaged by fire, earthquake fire or other casualty (before the “Casualty”). Tenant Commencement Date or during the term of this Lease, and this Lease is not terminated pursuant to section 11.2 hereof, Landlord shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of repair such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage Building and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition in which the Building and the Premises existed on before the Tender Date occurrence of such fire or other casualty and this Lease will continue. 4.9.2 shall, subject to the provisions of this Article 11, remain in full force and effect. If Landlord elects to restore such fire or other casualty damages the Premises under subparagraph 4.9.1 aboveor common areas of the Building necessary for Tenant’s use and occupancy of the Premises, then Landlord shall, at its sole cost and expense, restore during the period the Premises with reasonable diligence are rendered unusable by such damage Tenant shall be entitled to substantially a reduction in monthly rent in the same condition existing on proportion that the Tender Date; provided that area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be obligated to restore repair any damage to, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises. Tenant Improvements shall, at Tenant’s sole cost and Tenant Alterations installed expense, repair and replace all such movable furniture, equipment, trade fixtures and personal property. Such repair and replacement by Tenant shall be done in accordance with Article 8 hereof. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4) providing for termination of hiring upon destruction of the thing hired. 11.2 If the Building or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify or any part thereof, is damaged by fire or other casualty before the expected duration Commencement Date or during the term of this Lease and (a) 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 Landlord in accordance with section 11.1 hereof cannot, as reasonably estimated by Landlord, be completed within two (2) months after the occurrence of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during fire or other casualty, or (b) the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result in respect of such Casualty plus an amount equal 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 11.1 hereof, or (c) the repair and restoration work to be performed by Landlord in accordance with section 11.1 hereof cannot, as reasonably estimated by Landlord, be completed within six (6) months after the occurrence of such fire or other casualty, then, in any such event, Landlord shall have the right, by giving written notice to Tenant within sixty (60) days after the occurrence of such fire or other casualty, to terminate this Lease as of the date specified in such notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given. If Landlord does not exercise the right to terminate this Lease in accordance with this section 11.2, Landlord shall repair such damage and restore the Building and the Premises in accordance with section 11.1 hereof and this Lease shall, subject to the applicable deductible under Landlord’s insurance policyprovisions of this Article 11, remain in full force and effect. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction A total destruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use Building shall automatically terminate this Lease effective as of the Premises and any other related losses or damages incurred by Tenant during any reconstruction perioddate of such total destruction.

Damage or Destruction. 4.9.1 If (a) The receipts and recoveries of insurance carried pursuant to Section 5.06 shall be applied as provided in this Section 7.01 and the Premises are Ground Lease. In the event that all or any part of the Project Facilities is destroyed in whole or damaged by fire, earthquake fire or other casualty (requiring more than $250,000 for rehabilitation and reconstruction, the “Casualty”). Tenant Company shall give Landlord prompt written by notice given pursuant to Section 10.01, notify the Trustee and the Issuer within 30 days of said occurrence as to whether or not the Project Facilities, or the damaged or destroyed portion thereof, shall be reconstructed and reequipped. If Landlord estimates (the damage or destruction does not exceed $250,000, the Company shall be obligated to reconstruct and reequip the Project Facilities and shall apply the Net Insurance Proceeds, with the consent of the Issuer, to such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) reconstruction and reequipping. To the extent the Net Insurance Proceeds exceed $250,000, the Company shall elect that the damage can Project Facilities or some portion thereof be repaired reconstructed and reequipped, (i) all Net Insurance Proceeds with respect to the Project Facilities shall be paid to the Trustee for deposit in a manner necessary to cause it to be separate account in the same condition as it was on Construction Fund and application in accordance with this Section 7.01, or if no 1999 Series A Bonds applicable to such destroyed or damaged Project Facilities are Outstanding, shall be so applied by the Tender Date within one hundred-eighty Company and (180ii) days after Landlord becomes aware of such damage the Company will promptly use its best efforts and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence speed and dispatch to restore reconstruct and reequip the Premises applicable Project Facilities in accordance with the Plans and Specifications to substantially the a condition which existed equivalent to that immediately prior to the event of damage or destruction (subject to any changes, modifications, additions and this Lease shall not terminatedeletions which the Company desires and to which the Issuer consents in accordance with Section 3.01(c) hereof) and will apply for such purposes so much as may be necessary of any such Net Insurance Proceeds. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in In the event that the Net Insurance Proceeds are not sufficient to pay in full the costs of such Project Facilities reconstruction and reequipping, the Company will nonetheless complete the work thereof and pay that portion of the Premises costs thereof in excess of the amount of such Net Insurance Proceeds, provided that the Company may request that Additional Bonds be issued to provide Project Facilities costs. Any balance of Net Insurance Proceeds incident to the Project Facilities received by the Trustee remaining after paying therefrom the costs of such reconstruction and reequipping of the Project Facilities pursuant to this Section 7.01 shall be paid to the Trustee for deposit into a separate account in the Bond Fund, and shall be promptly applied, at the direction of the Authorized Company Representative, (a) to be applied by the Trustee to purchase 1999 Series A Bonds in the open market (excluding any portion of the purchase price which is rendered untenantable precludes Tenant from operating Tenant’s business in attributable to interest accrued and/or accruing on such 1999 Series A Bonds until the date of purchase) for the purpose of cancellation; (b) to redeem 1999 Series A Bonds on the earliest redemption date thereof (paying principal sums only) for the purpose of cancellation; or (c) to pay the principal of and/or interest on the 1999 Series A Bonds, provided that if the Company directs the Trustee to apply said balance pursuant to clause (c) above, the Company shall also deliver to the Trustee and the Issuer a Favorable Opinion of Bond Counsel to the effect that such use will not impair the exclusion of the Premises in interest on the manner it had been conducted prior to 1999 Series A Bonds from gross income for federal income tax purposes. If the Casualty DateCompany shall elect that the Project Facilities, or any damaged or destroyed portion thereof, not be reconstructed and reequipped, and any 1999 Series A Bonds are then Outstanding, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration Net Insurance Proceeds allocable to those portions of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord Project Facilities that will not be obligated reconstructed and reequipped shall be paid to spend more than the net insurance proceeds Trustee. All such Net Insurance Proceeds received by Landlord as the Trustee shall be deposited into a result separate account in the Bond Fund, and applied to redeem 1999 Series A Bonds (paying principal sums only) on the earliest redemption date permissible for the purpose of such Casualty plus an amount equal cancellation. If the Net Insurance Proceeds are inadequate to pay and discharge the relevant 1999 Series A Bonds, the Company shall pay to the applicable deductible under Landlord’s insurance policyTrustee such moneys as may be required for such payment and discharge. Tenant agrees If such Net Insurance Proceeds are in excess of the amount required to look pay, redeem, purchase in the open market or defease 1999 Series A Bonds equal in aggregate principal amount to all the then Outstanding 1999 Series A Bonds allocable to such damaged or destroyed portion of the Project Facilities, all such excess shall be paid to the provider of Tenant’s insurance for coverage for Issuer, as the reconstruction governmental owner of the Tenant Improvements Project Facilities. (b) The Company shall not, by reason of the payment of any excess costs as required by the foregoing provisions of this Section 7.01 be entitled to any reimbursement from the Trustee or the Issuer or any abatement or diminution of any of the rents payable under Section 4.03, except as set forth above. (c) In the event that (i) the Company shall have elected that the damaged or destroyed portion of the Project Facilities shall not be reconstructed and reequipped, or the Tenant Alterations, if anydamaged or destroyed portions of the Project Facilities shall be reconstructed and reequipped at the Company's direction, and for (ii) 1999 Series A Bonds allocable to the loss of Tenant’s use Project Facilities so damaged or destroyed are not then Outstanding, the Net Insurance Proceeds shall be paid to the Issuer, as the governmental owner of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodProject Facilities.

Damage or Destruction. 4.9.1 If A. Landlord's Duty to Restore When the Premises are damaged by fireis Destroyed: If, earthquake during the term, the building or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was improvements located on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage Premises or the building and provided that there other improvements in which the Premises is located are sufficient insurance proceeds available to repair such damagetotally or partially destroyed from any cause covered by Landlord's Property Insurance described in Paragraph 4.2 subparagraph B(ii)(a), then rendering the Premises totally or partially inaccessible or unusable, Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event building or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore other improvements located on the Premises or the building and other improvements in which the Premises is located to substantially the same condition which existed as they were in immediately before the destruction, if the restoration can be made under the existing laws and can be completed within 180 days after the date of destruction. Such destruction shall not terminate this Lease. If the restoration cannot be made within said 180 days, then within 10 days after the parties determine that the restoration cannot be made within said period, either party can elect to terminate this Lease immediately by giving written notice to the other. If, during the term, the building or other improvements located on the Tender Date Premises or the building and other improvements in which the Premises is located are totally or partially destroyed from a risk not covered by Landlord's Property insurance described in Paragraph 4.2 subparagraph B(ii)(a) rendering the Premises totally or partially inaccessible or unusable, Landlord shall have the sole, exclusive and conclusive option and right to restore the building or other improvements located on the Premises or the building and other improvements in which the Premises is located to substantially the same condition as they were in immediately before destruction, if the restoration can be made under the existing laws and can be completed within 180 days after the date of destruction. Such destruction shall not terminate this Lease. If the existing laws do not permit the restoration, either party can terminate the Lease immediately by giving written notice to the other party. If the restoration can be made within 180 days after the date of destruction, Landlord must elect either to terminate this Lease will continueor to restore the building or other improvements located on the Premises or the building and other improvements in which the Premises is located by giving notice to Tenant within 10 days after determining the restoration can be completed within said 180 days after the date of destruction. However, if Landlord elects to so terminate this Lease, Tenant may elect to pay for the cost of such restoration and override Landlord's election to terminate by providing Landlord notice of Tenant's election to pay for such restoration accompanied by payment of the estimated costs of such restoration with 10 days after Tenant's receipt of Landlord's notice to terminate Tenant's right to pay for such restoration and override Landlord's election to terminate the Lease can be exercised only if restoration can be completed within said 180 day period and 180 day period remains within the term of this Lease. If Landlord elects to terminate this Lease and Tenant does not elect to pay for the costs of restoration, this Lease shall terminate on the 10th day after Landlord notifies Tenant of its intention to so terminate. 4.9.2 B. Extent of Landlord's Obligation to Restore: If Landlord is required or elects to restore the Premises under subparagraph 4.9.1 aboveas provided in this ▇▇▇▇▇▇▇▇▇ ▇▇.▇, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord ▇▇▇▇▇▇▇▇ shall not be obligated required to restore alterations and improvements made by Tenant, Tenant's trade fixtures and Tenant's personal property, such excluded items being the sole responsibility of Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent any and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodcommon area maintenance costs.

Damage or Destruction. 4.9.1 If In the Premises are event the Amphitheater is damaged or destroyed from any casualty, CITY shall to the extent of available insurance proceeds, repair the damage and restore the Amphitheater to the extent reasonable and practical under the circumstances then existing; provided, however, CITY shall not be required to so repair and restore the Amphitheater and shall be entitled to terminate this Agreement by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be TENANT in the same condition event (a) the Amphitheater is damaged or destroyed from any casualty of a type then generally excluded from conventional property insurance and if, as it was on a result, no insurance proceeds are available or (b) in the Tender Date within one hundred-eighty (180) days after Landlord becomes aware reasonable discretion of such damage and provided that CITY there are sufficient is an insufficient amount of insurance proceeds available to permit adequate reconstruction and repair of the Amphitheater and neither TENANT nor CITY agree to provide sufficient funds to cover the amount of the deficiency. Any funds advanced by TENANT to cover the deficiency referred to in clause (b) of the immediately preceding sentence shall be deemed to have been advanced by TENANT to CITY pursuant to the provisions of Section 7.2 hereof and shall be governed by the repayment provisions thereof. CITY shall be entitled to all of the insurance proceeds payable by reason of any such damagedamage or destruction; provided, then Landlord shall proceed with reasonable diligence however, if CITY elects not to restore the Premises to substantially the condition which existed prior to repair the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant Amphitheater as a result of such casualty and is not there being used by Tenant (except that in the event that the portion an insufficient amount of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Dateinsurance proceeds, then all Rent CITY shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result pay or cause to be paid to TENANT twenty-four percent (24%) of such Casualty plus an amount equal insurance proceeds. If any Mortgagee has provided notice to CITY of its existence pursuant to the applicable deductible under Landlord’s insurance policyright created in the third grammatical paragraph of Section 10.2 hereof, then any amounts payable to TENANT pursuant to this Section 7.5 shall be paid to such Mortgagee. Tenant agrees All rental payments due from TENANT to look CITY required hereunder shall ▇▇▇▇▇ in full until completion of the repair and restoration. In case of a casualty to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant AlterationsAmphitheater resulting in damage or destruction, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodTENANT will immediately give written notice thereof to CITY.

Damage or Destruction. 4.9.1 If (i) the Leased Premises are shall be damaged or destroyed by firefire or any other peril against which insurance is then customarily carried with respect to premises similar in construction, earthquake or other casualty general location, use and occupancy to the Leased Premises, and (ii) unless this Lease be terminated as hereinafter provided, then (x) the “Casualty”). Tenant Lessee shall immediately give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage or destruction to the Lessor and provided that there are sufficient insurance proceeds available Master Lessor and (y) the Lessor shall use reasonable efforts to cause Master Lessor, at the Master Lessor's expense, to repair such damage, then Landlord shall proceed with reasonable diligence or rebuild the same so as to restore the Leased Premises as nearly as may be reasonable to substantially the their condition which existed immediately prior to such damage or destruction; provided, always, that the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available Master Lessor's obligation so to repair or rebuild shall in no event exceed the scope of the work required to be done by the Master Lessor in the original construction of the Leased Premises nor require it to expend more than the net amount recovered by the Master Lessor under the insurance policies in force at the time of such damage or destruction provided that the Leased Premises were then insured against loss or damage by fire and such other perils as were then customarily covered with respect to premises similar in construction, general location, use and occupancy to the Leased Premises, to the extent of at least eighty (provided Landlord maintains 80%) percent of the insurable value of the Leased Premises if reasonably obtainable from responsible insurance coverage required companies licensed to do business in Maine. If the Leased Premises shall be damaged or destroyed by subparagraph 4.14.2any cause to the extent of fifty (50%) percent or more of its then insurable value, below), Landlord then the Master Lessor may elect in its sole discretion exercised in good faith by written notice given to either: (a) the Lessee from either Master Lessor or Lessor either to terminate this Lease or (b) restore to repair or rebuild as above provided, in which latter event the Premises to substantially Master Lessor's obligation shall in no event exceed the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration scope of the Premises work required to be done by the Master Lessor in proportion to the portion original construction of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in Leased Premises. In the event that the portion Leased Premises shall be damaged or destroyed by any peril against which insurance of the type described in Paragraph 33 is not carried on the Leased Premises by the Master Lessor and the estimated cost of repairing or rebuilding the Leased Premises by an independent engineer retained by the Master Lessor shall be in excess of Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars, then the Master Lessor may elect by written notice given to the Lessee either to terminate this Lease or to repair or rebuild as above provided. No such termination shall be effective if the Lessee shall elect in writing, within ten (10) days after such event, to so repair or rebuild the Leased Premises and to waive any abatement of rent provided herein. In no event shall the Master Lessor be required to so repair or rebuild any such damage or destruction which arises after the expiration of the nineteenth (19th) year of the term of the Master Lease from a peril which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance insured against under policies of insurance of the type required to be carried by the Lessor hereunder. During any period that the Lessee cannot fully occupy the Leased Premises in for its business purposes, a just proportion of the manner it had been conducted prior to the Casualty Date, then all Rent rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period.

Damage or Destruction. 4.9.1 4.10.1 If the Premises are damaged by fire, earthquake or other casualty (the “Casualty”). casualty, Tenant shall give Landlord prompt immediate written notice thereofthereof to Landlord. If Landlord estimates (such estimate to be performed shall determine, within forty-five (45) calendar days of Landlord’s actual knowledge following receipt of such damage) that notice from Tenant, whether the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one two-hundred-eighty forty (180240) calendar days after Landlord becomes aware Landlord’s receipt of such damage notice from Tenant and provided that if there are sufficient insurance proceeds available to repair such damage, and if Landlord determines that these conditions can be satisfied, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 240 day period, the destruction was cased by an uninsurable event period or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below)damage, Landlord may elect in its sole absolute discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on prior to the Tender Date damage and this Lease will continue. 4.9.2 . If Landlord elects to restore restores the Premises under subparagraph 4.9.1 abovethis paragraph, then Landlord shall(1) the Lease Term shall be extended for the time required to complete such restoration, at its sole cost (2) Tenant shall pay to Landlord, upon demand, Tenant’s Pro Rata Share of any applicable deductible amount specified under Landlord’s insurance and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that (3) Landlord shall not be obligated required to repair or restore any or all furniture, fixtures, equipment, inventory, improvements or other property which was in or about the Premises at the time of the damage, Tenant Alterations or Tenant Improvements which are in excess of the building standard Tenant Improvements. Base Rent, Additional Rent and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord any other sum due under this Lease during any reconstruction period shall promptly provide Tenant with written notice of its election to restore be abated from the Premises, which notice shall also specify the expected duration date of such restoration. Failure to so elect shall be deemed damage or destruction until Landlord’s decision not to restore. Base Rent repairs are substantially completed and Additional Rent shall be reduced during the period of Landlord’s restoration possession of the Premises in proportion is delivered to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.10.2 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, without regard to whether the Premises are affected by such damage, Landlord may in its absolute discretion and without limiting any other options available to Landlord under this Lease or otherwise, elect to terminate this Lease by notice in writing to Tenant within sixty (60) calendar days after the occurrence of such damage. Such notice shall be effective as of the date of damage or destruction if the Premises have been rendered unusable, or upon receipt if the Premises have not been rendered unusable. 4.10.3 Notwithstanding anything in the foregoing to the contrary, if Landlord estimates that any damage cannot be repaired within two-hundred-forty (240) days after Landlord is notified by Tenant of such damage and such damage occurs in the last year of the Lease Term, Tenant shall have the right, upon notice to Landlord, to terminate this Lease within thirty (30) days of receipt of such estimate from Landlord. In addition, or if such damage is not repaired within three hundred (300) days after Landlord is notified by Tenant of such damage, Tenant shall have the right, upon notice to Landlord, to terminate this Lease. Tenant’s notice of termination under this paragraph 4.10.3 shall be effective as of the date of the damage or destruction if the Premises have been rendered unusable, or upon receipt if the Premises have not been rendered unusable. 4.10.4 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises, or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) calendar days after such requirement is made by such holder.

Damage or Destruction. 4.9.1 9.1.1 In case of damage to the Premises or the Building by fire or other casualty, Tenant shall give immediate notice to Landlord. If the Building is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by Landlord, will equal or exceed 30% of the replacement value of the Building (exclusive of foundations) just prior to the occurrence of the damage, or if insurance proceeds sufficient for restoration are for any reason unavailable, then Landlord may no later than the sixtieth (60th) day following the damage, give Tenant a notice of election to terminate this Lease. In the event of such an election this Lease shall be deemed to terminate on the third day after the giving of said notice, Tenant shall surrender possession of the Premises within a reasonable time thereafter, and the Rent and Additional Rent shall be apportioned as of the date of said surrender and any Rent paid for any period beyond said date shall be repaid to Tenant. If the cost of restoration as estimated by Landlord shall amount to less than 30% of such replacement value of the Building and insurance proceeds sufficient for restoration are available, or if despite the cost Landlord does not elect to terminate this Lease, Landlord shall restore the Building and the Premises (to the extent of improvements to the Premises originally provided by Landlord hereunder) with reasonable promptness, subject to delays beyond Landlord's control and delays in the making of insurance adjustments by Landlord, and Tenant shall have no right to terminate this Lease except as herein provided. To the extent that the Premises are damaged by firerendered untenantable, earthquake or other casualty (the “Casualty”). Tenant Rent shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be proportionately ▇▇▇▇▇, except in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of event such damage and provided that there are sufficient resulted from or was contributed to, directly, or indirectly, by the act, fault or neglect of Tenant, Tenant's contractors, agents, employees, invitees or licensees, in which event Rent shall ▇▇▇▇▇ only to the extent Landlord receives proceeds from Landlord's rental income insurance proceeds available policy to compensate Landlord for loss of rent. 9.1.2 No damages, compensations or claim shall be payable by Landlord for inconvenience, loss of business or annoyance arising from any repair such damage, then or restoration of any portion of the Premises or of the Building. Landlord shall proceed with reasonable diligence use its best efforts to restore the Premises to substantially the condition which existed prior to the damage and effect such repairs promptly. 9.1.3 Landlord will not carry insurance of any kind on any improvements paid for by Tenant or on Tenant's furniture or furnishings or on any fixtures, equipment, personal property, inventory, improvements or appurtenances of Tenant under this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant repair any damage thereto or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore replace the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodsame.

Damage or Destruction. 4.9.1 If any of the Premises are Improvements shall be destroyed or damaged prior to the Closing, and if either the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) or the damage results in the termination of one or more of the Leases, Purchaser may, by fire, earthquake or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates given to Seller within twenty (such estimate to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (18020) days after Landlord becomes aware receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall immediately be returned by Escrow Agent to Purchaser and provided that there are sufficient the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph 18, or has no right to terminate this Agreement (because the damage or destruction does not exceed $250,000.00 and has not resulted in the termination of one or more of the Leases), and the sale of the Property is consummated, Purchaser shall be entitled to receive all insurance proceeds available paid or payable to repair Seller by reason of such damage, then Landlord shall proceed with reasonable diligence destruction or damage under the insurance required to restore the Premises be maintained by Seller pursuant to substantially the condition which existed prior Paragraph 9 hereof (less amounts of insurance theretofore received and applied by Seller to the damage and this Lease costs actually incurred for restoration). Seller shall not terminatesettle or release any damage or destruction claims without obtaining Purchaser’s prior written consent in each case. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net All said insurance proceeds received by Landlord as a result Seller by the date of Closing shall be paid by Seller to Purchaser at Closing, together with the lesser of (i) that amount necessary to cover any difference between the amount of such Casualty plus an proceeds and the estimated cost of repair or replacement, or the amount equal to of the applicable deductible under LandlordSeller’s all-risk property damage insurance policy. Tenant agrees In addition, at Closing, Seller shall pay over to look Purchaser, and assign to the provider Purchaser, all proceeds of Tenant’s any rent loss insurance for coverage for the reconstruction period of time commencing on the Tenant Improvements and date of Closing. If the Tenant Alterationsamount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, if anySeller shall execute at Closing all proofs of loss, assignments of claim, and for the loss other similar instruments in order that Purchaser receive all of TenantSeller’s use of the Premises right, title, and any other related losses or damages incurred by Tenant during any reconstruction periodinterest in and under said insurance proceeds.

Damage or Destruction. 4.9.1 If 18.1 Landlord's Rights and Obligations. In the event the Premises are damaged by fire, earthquake fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within fortyan extent not exceeding twenty-five percent (4525%) calendar days of the full replacement cost thereof, and Landlord’s actual knowledge of such damage) 's contractor estimates in a writing delivered to the parties that the damage can thereto is such that the Premises may be repaired in a manner necessary repaired, reconstructed or restored to cause it substantially its condition immediately prior to be in the same condition as it was on the Tender Date such damage within one hundred-hundred eighty (180) days after Landlord becomes aware from the date of such damage casualty, and provided that there are sufficient Landlord will receive insurance proceeds available sufficient to repair cover the costs of such damagerepairs, reconstruction and restoration (including proceeds from Tenant and/or Tenant's insurance which Tenant is required to deliver to Landlord pursuant to Section 18.2 below), then Landlord shall commence and proceed diligently with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage work of repair, reconstruction and restoration and this Lease shall not terminatecontinue in full force and effect. If, in Landlord’s estimationhowever, the damage canPremises are damaged to an extent exceeding twenty-five percent (25%) of the full replacement cost thereof, or Landlord's contractor estimates that such work of repair, reconstruction and restoration will require longer than one hundred eighty (180) days to complete, or Landlord will not be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient receive insurance proceeds available (and/or proceeds from Tenant, as applicable) sufficient to repair cover the costs of such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2repairs, below)reconstruction and restoration, then Landlord may elect in its sole discretion exercised in good faith to either: : (a) terminate this Lease or (b) repair, reconstruct and restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises damaged by such casualty (including the Tenant Improvements, the Tenant Changes that Landlord elects to insure pursuant to Section 12.1(b) and, to the extent of insurance proceeds received from Tenant, the Tenant Changes that Tenant insures pursuant to Section 12.1(b) and/or 20.1(a)), in which case this Lease shall continue in full force and effect; or (b) terminate this Lease effective as of the date which is not usable thirty (30) days after Tenant's receipt of Landlord's election to so terminate. For purposes of determining whether Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, reconstruction and restoration, any deductible amounts carried by Landlord will be deemed insurance proceeds, and if Landlord has failed to maintain the insurance required of Landlord under this Lease, Landlord will be deemed to have received sufficient insurance proceeds. Under any of the conditions of this Section 18.1, Landlord shall give written notice to Tenant of its intention to repair or accessibleterminate within thirty (30) days after the occurrence of such casualty. Notwithstanding the forgoing, if the expected period of completion of the restoration exceeds one hundred eighty (180) days from the date of the casualty, Tenant may terminate this Lease by giving Landlord notice of termination within thirty (30) days after Tenant learns of the expected period of re-construction. 18.2 Tenant's Costs and Insurance Proceeds. In the event of any damage or destruction of all or any part of the Premises, Tenant shall immediately: (a) notify Landlord thereof; and (b) deliver to Landlord all insurance proceeds received by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior with respect to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of Tenant Improvements and Tenant Changes in the Premises to the condition extent such items are not covered by Landlord's casualty insurance obtained by Landlord pursuant to Section 21 below (excluding proceeds for Tenant's furniture and other personal property) and Landlord is reconstructing the Tenant Improvements and Tenant Changes, whether or not this Lease is terminated as existing on permitted in this Section 18, and Tenant hereby assigns to Landlord all rights to receive such insurance proceeds; provided, however, if this Lease is terminated as the Tender Date. When performing such restorationresult of the casualty, Landlord Tenant will not be obligated entitled to spend more than the net all insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of from Tenant’s insurance for coverage for the reconstruction on account of Tenant Changes and any portion of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of funded from Tenant’s use of own funds (rather than from the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodImprovement Allowance).

Damage or Destruction. 4.9.1 Section 7.1 Partial Damage to Property (a) If the Premises are Property is damaged by fire, earthquake fire or other casualty, and provided this Lease is not terminated pursuant to Section 7.1(b), the damage to the Property shall be repaired at the expense of Landlord to substantially the same condition in which the same existed immediately prior to such casualty. If this Lease is not terminated pursuant to Section 7.1(b), Landlord agrees to repair such damage within a reasonable period of time after receipt from Tenant of written notice of such damage, subject to any delays caused by a Force Majeure. During the period from the occurrence of such casualty (until Landlord completes its repair obligations under this Lease, Base Rent shall be abated in proportion to the “Casualty”)part of the Property which is rendered untenantable by such casualty. Tenant acknowledges and agrees that (i) Landlord shall give not be obligated to rebuild, repair or replace any of Tenant’s work, or Tenant’s furniture, furnishings, decorations equipment fixtures other alterations improvements or additions installed by Tenant or at Tenant’s request, (ii) Landlord prompt written notice thereofshall not be obligated to obtain insurance of any kind on such items and (iii) it is Tenant’s obligation to obtain all property insurance on such items at Tenant’s sole cost and expense. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days Tenant agrees that promptly after completion of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of such damage and provided that there are sufficient insurance proceeds available to repair such damageobligations set forth above, then Landlord Tenant shall proceed with reasonable diligence and at Tenant’s sole cost and expense to rebuild, repair and restore Tenant’s Work, and Tenant’s furniture, fixtures, equipment and other improvements, alterations or additions placed or installed by Tenant or at Tenant’s request within the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises Property to substantially the same condition which the same existed on immediately prior to such casualty. (b) If (other than a reasonable deductible) the Tender Date and insurance proceeds actually received by Landlord, if any, are not sufficient to pay the entire cost of repair, or if the cause of the damage is not covered by the insurance policies which Landlord maintains under Section 4.5(b), Landlord may elect either to (i) repair the damage as soon as reasonably possible in which case this Lease will continue. 4.9.2 shall remain in full force and effect, or (ii) terminate this Lease as of the date the damage occurred. Landlord shall notify Tenant within thirty (30) days after receipt of notice of the occurrence of the damage whether Landlord elects to repair the damage or terminate the Lease. If Landlord elects to restore repair the Premises damage, Tenant shall pay Landlord the “deductible amount” (if any) under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence Landlord’s insurance policies which “deductible amount” to substantially the same condition existing on the Tender Date; provided that Landlord be paid by Tenant shall not be obligated exceed $10,000 in any instance and, if the damage was due to restore Tenant Improvements and Tenant Alterations installed by Tenant an act or omission of Tenant, or Tenant’s furnitureemployees, fixtures agents or equipment. contractors, Tenant shall pay Landlord shall promptly provide Tenant with written notice the difference between the actual cost of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent repair and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net any insurance proceeds received by Landlord. If Landlord as a result elects to terminate the Lease, Tenant may elect to continue this Lease in full force and effect, in which case Tenant shall repair any damage to the Property and any building in which the Property is located. Tenant shall pay the cost of such Casualty plus an amount equal repairs, except that upon satisfactory completion of such repairs, Landlord shall deliver to the applicable deductible under Tenant any insurance proceeds actually received by Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss damage repaired by Tenant. Tenant shall give Landlord written notice of such election within twenty (20) days after receiving Landlord’s termination notice. (c) If the damage to the Property occurs during the last six (6) months of the Lease Term and such damage will require more than thirty (30) days to repair, either Landlord or Tenant may elect to terminate this Lease as of the date the damage occurred, regardless of the sufficiency of any insurance proceeds. The party electing to terminate this Lease shall give written notification to the other party of such election within thirty (30) days after Tenant’s use notice to Landlord of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodoccurrence of the damage.

Damage or Destruction. 4.9.1 If Section 17.1. the Premises or the Building are totally or partially damaged by fireor destroyed thereby rendering the Premises totally or partially inaccessible or unusable, earthquake or other casualty (then, except as set forth herein,(a) Landlord shall diligently repair and restore the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate Base Building Work to be performed within forty-five (45) calendar days of Landlord’s actual knowledge of such damage) that the damage can be repaired in a manner necessary to cause it to be in substantially the same condition as it was on the Tender Date within one hundred-eighty (180) days after Landlord becomes aware of prior to such damage or destruction and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 180 day period, the destruction was cased by an uninsurable event or if there are insufficient insurance proceeds available to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) following Substantial Completion of the Base Building Work by Landlord, Tenant shall diligently repair and restore the Premises to substantially the same condition it was in prior to such damage or destruction, which existed on repair and restoration work shall be performed in accordance with all of the Tender Date and applicable provisions of this Lease will continue. 4.9.2 If (including, without limitation, Article IX) except that Landlord elects shall have no obligation to pay for any costs in excess of the cost to restore the Premises under subparagraph 4.9.1 aboveBase Building Work, then Landlord shall, at its sole it being agreed that the cost and expense, to restore the Premises remainder of the improvements shall be paid by Tenant. Prior to commencement of such restoration by Tenant, Tenant shall provide Landlord with reasonable diligence evidence satisfactory to substantially the same condition existing on the Tender Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or of Tenant’s furniturefinancial ability to complete such restoration. Notwithstanding the foregoing, fixtures in the event of any of the following circumstances, Landlord may elect either to terminate this Lease or equipment. Landlord to perform Landlord’s restoration work and shall promptly provide Tenant with written notice of Landlord’s election (the “Casualty Notice”), which shall contain the estimated completion date with respect to the Base Building Work (the “Landlord Estimated Completion Date”) and the additional amount of time after the actual completion date of the Base Building Work that is expected to be necessary to complete the remainder of the improvements (the “Tenant Estimated Completion Date” and the total time expected to complete the Base Building Work and the remainder of improvements (the “Estimated Completion Date”), within one hundred twenty (120) days of the damage or destruction, in the following circumstances: (a) If in Landlord’s reasonable judgment the Estimated Completion Date is more than one (1) year 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). (b) If the insurance proceeds plus deductibles from insurance that Landlord is required to carry under this Lease or any insurance Landlord actually carries plus Two Million Dollars ($2,000,000) (the “Landlord Agreed Shortfall Contribution”) are insufficient to pay the full cost of Landlord’s repair and restoration of the Base Building Work (the “Landlord Restoration Work”); provided, however, that Landlord may not terminate this Lease pursuant to this Paragraph 17.1(b), if (i) Tenant agrees, within fifteen (15) days after its receipt of Landlord’s Casualty Notice, to fund the necessary amount in excess of the insurance proceeds plus the Landlord Agreed Shortfall Contribution, and (ii) within thirty (30) days thereafter, Tenant shall promptly deposit the excess with a third party escrow agent reasonably acceptable to Landlord and Tenant, in which event Landlord shall proceed with Landlord’s Restoration Work. Landlord’s withdrawals from the trust account shall be proportionate and concurrent to Landlord’s schedule of payments to its contractors and paid in payment of such contractor’s bills. (c) If the holder of any Mortgage fails or refuses to make such insurance proceeds available for such repair and restoration pursuant to such holder’s exercise of legal rights. (d) If, because of applicable Laws, Landlord’s Restoration Work cannot be completed except (i) in a substantially different structural form than existed before the Casualty for which insurance proceeds are not sufficient or (ii) in a size that results in materially less rentable square footage of the Building. (e) If the damage to the Building exceeds thirty-five percent (35%) of the rentable area of Building. Landlord shall provide Tenant with the Casualty Notice containing the Estimated Completion Date and Landlord’s election to restore either repair or to terminate this Lease within one hundred twenty (120) days after the Premises, which notice shall also specify the expected duration occurrence of such restorationdamage or destruction. Section 17.2. Failure If this Lease is terminated pursuant to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional this Article, then Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to apportioned (based on the portion of the Premises which is not usable (or accessibleused 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 any insurance proceeds received by Tenant that are attributable to Tenant Improvements 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 casualty damage or destruction, then until such repair and is not being used by Tenant (except that in the event that the portion restoration of the Premises which is rendered untenantable precludes Tenant from operating Base Building Work are Substantially Complete and for such additional time until the earlier of (a) completion of Tenant’s business in the balance restoration of the improvements (the “Tenant Restoration Work”), (b) the date that completion of the Tenant Restoration Work would have occurred but for delays that are not the result of Force Majeure or Landlord Delay (but no earlier than the Tenant Estimated Completion Date) and (c) Tenant’s occupancy of the affected Premises in or any part thereof for the manner it had been conducted prior to the Casualty Dateconduct of its business, then all Rent shall be fully abated) until equitably abated based upon the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of extent that Tenant’s use of the Premises is diminished while such repair and restoration are being made; provided, however, that (x) if such damage or destruction was caused by the act or omission of Tenant or any Tenant’s Agent, then after the period insured by Landlord’s rental interruption insurance, Tenant shall not be entitled to any such Rent reduction, and (y) if Tenant fails to pay over to Landlord insurance proceeds promptly following receipt 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, Landlord shall proceed with and bear the expenses of such Landlord Restoration Work; provided, however, that (a) if such damage or destruction was caused by the act or omission of Tenant or any Tenant’s Agent, then Tenant shall pay Landlord’s actual 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 the amount of insurance proceeds which Landlord would have received if Landlord carried the insurance required to be carried by Landlord under this Lease, (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, in accordance with a reasonable progress schedule, 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 related losses contents of the Premises (including Tenant’s trade fixtures, decorations, furnishings, equipment or damages incurred personal property). Section 17.3. If, within one hundred twenty (120) days after the occurrence of the damage or destruction described in Section 17.1, Landlord determines in its sole but reasonable judgment that the Estimated Completion Date is more than one (1) year after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this Article, then Landlord shall promptly notify Tenant of such determination in the Casualty Notice. For a period of thirty (30) days after receipt of such Casualty Notice, Tenant shall have the right to terminate this Lease by providing written notice to Landlord (which date of such termination shall not be more than thirty (30) days after the date of Tenant’s notice to Landlord). If the damage occurs during the last twelve (12) months of the Term (as extended by any extension option which has been exercised by Tenant) and will reasonably require in excess of thirty (30) days to repair, for a period of thirty (30) days following Tenant’s receipt of the Casualty Notice Tenant shall have the right to 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 of the foregoing to the contrary, Tenant shall not have the right to terminate this Lease if the willful misconduct of Tenant or any Tenant’s Agent shall have caused the damage or destruction. Landlord and Tenant agree that their respective rights in the event of any casualty to the 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 California Civil Code. Section 17.4. Notwithstanding anything contained herein, if neither Landlord nor Tenant has terminated this Lease, and the Landlord’s Restoration Work is not Substantially Completed for any reason, including Force Majeure, other than the fault of Tenant, by the date which is six (6) months following the Landlord Estimated Completion Date set forth in the Casualty Notice (the “Outside Completion Date”), then Tenant shall have the right to terminate this Lease by delivering written notice of such election to Landlord during any reconstruction the first five (5) business days of each calendar month following the Outside Completion Date until such time as the Landlord’s Restoration Work is Substantially Complete, which termination shall be by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the date such Damage Termination Notice was delivered to Landlord. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, written notice that it is Landlord’s good faith judgment that the Landlord’s Restoration Work shall be Substantially Completed within thirty (30) days after the Damage Termination Date. If the Landlord’s Restoration Work is Substantially Completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if such work is not Substantially Completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such thirty (30) day period. Notwithstanding anything set forth to the contrary in this Section 17.4, Tenant shall have the right to terminate this Lease under this Section 17.4 only if each of the following conditions are satisfied: (a) the damage to the Building by fire or other casualty was not caused by the negligence or willful misconduct of Tenant or a Tenant Agent; (b) Tenant is not then in economic default or Event of Default under this Lease; (c) as a result of the damage, Tenant cannot reasonably conduct business from the Premises; and (d) as a result of such damage, Tenant does not occupy or use the Premises at all. In the event this Lease is terminated in accordance with the terms of this Section 17.4, Tenant shall assign to Landlord (or its designee) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 13.2 of this Lease.

Damage or Destruction. 4.9.1 If the Premises or the Building are damaged by fire, earthquake --------------------- fire or other casualty (the “Casualty”). Tenant shall give Landlord prompt written notice thereof. If Landlord estimates (such estimate to be performed within forty-five (45) calendar days insured under policies of insurance carried by Landlord’s actual knowledge of such damage) that , the damage can to the Building shall be diligently repaired by and at the expense of Landlord and the damage to the Premises shall be diligently repaired by and at the expense of Landlord and Tenant to the extent of their respective obligations to maintain and repair the Premises pursuant to paragraph 11 hereof, provided such repairs can, in a manner necessary to cause it to Landlord's opinion, be in the same condition as it was on the Tender Date made within one hundred-eighty fifteen (18015) days after Landlord becomes aware the occurrence of such damage and provided that there are sufficient insurance proceeds available to repair such damage, then Landlord without the payment of overtime or other premiums. There shall proceed with reasonable diligence to restore be no abatement of Rent by reason of any portion of the Premises to substantially being unusable for a period of fifteen (15) days or less. If the condition which existed prior damage is due to the damage and this Lease fault or neglect of Tenant or its employees, agents, or contractors there shall be no abatement of Rent. If repairs cannot terminate. Ifbe made, in Landlord’s estimation's reasonable, opinion within the fifteen (15) day period and without the payment of overtime or other premiums, Landlord shall have a reasonable time to make the repairs provided that Landlord has given Tenant a notice within ten (10) days after the incident causing the damage giving the estimated time to repair. In such event the Rent shall be prorated for the period and to the extent the Premises are not able to be used by Tenant If the damage to the Building disrupts Tenant's switch operations and cannot be repaired by Landlord following telephonic notice to Landlord within 24 hours from the time of such 180 day periodtelephonic notice, Tenant shall have the destruction was cased by an uninsurable event option but not the obligation to perform such repairs to the Building necessary or if there are insufficient insurance proceeds available advisable to repair such damage (provided Landlord maintains the insurance coverage required by subparagraph 4.14.2, below), Landlord may elect get its switch facility in its sole discretion exercised in good faith to either: (a) terminate this Lease or (b) restore the Premises to substantially the same condition which existed on the Tender Date and this Lease will continue. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, operation at its Tenant's sole cost and expense. If such repairs by Tenant are repairs that would have had to be made by Landlord pursuant to its repair obligations, restore Landlord shall reimburse Tenant for the reasonable cost of such repairs, but only to the extent Landlord would have incurred such expense(s) to complete such repairs. A total destruction of the Building in which the Premises with reasonable diligence to substantially the same condition existing on the Tender Date; provided that Landlord are located shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment. Landlord shall promptly provide Tenant with written notice of its election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore. Base Rent and Additional Rent shall be reduced during the period of Landlord’s restoration of the Premises in proportion to the portion of the Premises which is not usable (or accessible) by Tenant as a result of such casualty and is not being used by Tenant (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the balance of the Premises in the manner it had been conducted prior to the Casualty Date, then all Rent shall be fully abated) until the date on which Landlord substantially completes its restoration of the Premises to the condition as existing on the Tender Date. When performing such restoration, Landlord will not be obligated to spend more than the net insurance proceeds received by Landlord as a result of such Casualty plus an amount equal to the applicable deductible under Landlord’s insurance policy. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the reconstruction of the Tenant Improvements and the Tenant Alterations, if any, and for the loss of Tenant’s use of the Premises and any other related losses or damages incurred by Tenant during any reconstruction periodautomatically terminate this Lease.