Common use of DESTRUCTION OF OR DAMAGE TO PREMISES Clause in Contracts

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged by fire or other Casualty prior to the Premises Conversion Date, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged or destroyed by fire or other Casualty casualty, this Lease and all of its terms, covenants and conditions shall, subject to the provisions hereinafter set forth, continue in full force and effect; provided, if more than fifty percent (50%) of the Premises is rendered unusable for Tenant’s intended use and, in Landlord’s reasonable opinion, the Premises cannot be restored within one hundred eighty (180) days after the date of such damage or destruction, or if the proceeds from Landlord’s insurance remaining (after required payment to any mortgagee, lender or lessor of Landlord, if any) are insufficient to repair such damage or destruction, then either Landlord or Tenant shall have the right, at the option of either party, to terminate this Lease by giving the other written notice within sixty (60) days after such damage or destruction. Within thirty (30) days after the date of such damage or destruction, Landlord shall give notice to Tenant of its reasonable opinion as to the number of days needed to restore the Premises so that Tenant may resume normal business operations therein. Notwithstanding anything to the contrary in this Lease, in the event that the Premises is damaged, but not so destroyed (as set forth above) to terminate the Lease, or Landlord elects to rebuild, and provided that the Term of this Lease shall have at least fifteen (15) months remaining, and that applicable laws shall permit, then, and in those events, the Landlord shall repair and rebuild the Premises with reasonable diligence. Notwithstanding the foregoing: (i) (A) in the event there is less than two (2) years of the Lease Term remaining, or (B) in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt and Landlord does not promptly commit to restore with Landlord’s funds, or (C) in the event of any material uninsured loss to the Building and Premises and Landlord does not promptly commit to restore with Landlord funds, then Tenant may terminate this Lease by notifying Landlord in writing of such termination within ninety (90) days after the date of such casualty, or (ii) if the written estimate states that the Premises cannot be restored to substantially the condition that existed prior to the Premises Conversion Datecasualty within one hundred eighty (180) days of the casualty, then, except as expressly provided in paragraph 10(d), then Tenant shallmay, at its expenseoption, repair terminate this Lease by notifying the Landlord in writing of such damage termination within one hundred twenty (120) days after the date of such casualty. Within sixty (60) days of such casualty, Landlord shall notify Tenant whether the Premises cannot be restored to the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty. In addition, if the Premises is not restored within two hundred seventy (270) days after the date of such casualty, then Tenant may, at its option, send a 30 day notice to terminate this Lease and if the Premises is not restored by the end of such 30 day period, this Lease shall automatically terminate. In the event of any termination under this Section 13, Rent shall be apportioned and paid up to the date of such casualty. If the Premises are damaged, but this Lease is not terminated, Rent shall ▇▇▇▇▇ in such proportion as use of the Premises has been destroyed, and Landlord shall, subject to the receipt of sufficient insurance proceeds, promptly restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (hereindamage, a “Casualty Repair”) and this Lease whereupon full rental shall remain in full force and effectrecommence. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at not be responsible for restoring or insuring Tenant’s expense, all plans and specifications and all draw requests hereunderProperty. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged by fire whole or other Casualty prior to any part of the Premises Conversion Dateshall be damaged or destroyed by any casualty, thenthen the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except as expressly provided in paragraph 10(d)with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shallshall immediately repair, at its expenserestore, repair such damage and restore replace or rebuild the Premises to substantially the same condition in which the Premises were immediately before such damage or better condition destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as existed before evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such fire damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other Casualty using materials of the same or better grade than that of the materials being replaced (hereincasualty, a “Casualty Repair”) and this Lease shall remain in full force terminate as of the date of such destruction, and effect. Such repair and replacement by Tenant rental shall be done in accordance with paragraph 23 and the standards of paragraph 9 accounted for as between Landlord and Tenant shallas of that date. In the event of such termination, at its expense, obtain all permits required for rental shall be prorated and paid up to the date of such workcasualty. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall Tenant have any right to terminate this Lease terminate (except as expressly provided if the casualty in paragraph 10(d))question was caused or contributed to by Tenant, by reason of such damageits agents, destruction employees, contractors or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowinvitees. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Improvements and/or Equipment – Landlord is damaged by fire or other Casualty prior to during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expensesubject to the terms of this Lease (including paragraph 14 below), (a) repair such damage and restore the Premises such Improvements and/or Equipment – Landlord to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications for Casualty Repairs and (if applicable as provided below) all draw requests hereunder. (b) . In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (by reason of such damage or destruction, except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty14 below. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease Lease, all insurance proceeds (and no event has occurred whichother amounts) payable for the performance of Casualty Repairs shall be paid to Tenant (or to the Proceeds Trustee, with the passage of time, the giving of notice, or both, would constitute an Event of Defaultas applicable), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord or Mortgagee on account of such Casualty, Casualty for application to the costs of such approved repair Casualty Repair. All Casualty Repairs shall be performed in compliance with the terms of this Lease, including paragraph 23 below. Notwithstanding anything to the contrary contained herein, Tenant shall have no obligation to perform any Casualty Repairs with respect to any damage to the Premises resulting from any Casualty which occurs during the last eighteen (18) months of the Term, and restorationto the extent that Tenant elects not to make any such Casualty Repairs during such period, as set forth belowall insurance proceeds payable with respect to the Improvements and Equipment – Landlord shall be payable to or at the direction of Landlord (but Tenant shall be entitled to receive all insurance proceeds payable with respect to Tenant’s Property). (cb) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following apply: (i) As used herein the “Casualty Threshold” means $500,000; provided, however, that if Tenant, at the time of such Casualty, has a Credit Rating meeting the Investment Grade Criteria, then the “Casualty Threshold” shall be $2,000,000. If the Net Casualty Proceeds are less than the Casualty Threshold at the time of the applicable Casualty, such Net Casualty Proceeds shall be paid to Tenant to apply to the cost of restoration. If the Net Casualty Proceeds are equal to or greater than the Casualty Threshold at the time of the applicable Casualty, such Net Casualty Proceeds shall be paid to the Proceeds Trustee (herein called the “Restoration Fund”) for release to Tenant as restoration progresses, subject to and in accordance with paragraph 23(b). If Landlord mortgages the Premises with a Mortgage, the Mortgagee thereunder may, at its option be appointed Proceeds Trustee for so long as such Mortgage remains outstanding and such Mortgagee does not Control Landlord or is not Controlled by or under Common Control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant upon completion of said installation, repair, replacement or rebuilding, provided no default has occurred and is continuing hereunder. All checks drawn on said account shall be signed by the Proceeds Trustee. Provided that no Event of Default by Tenant shall exist under this Lease, insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Site is damaged by fire or other Casualty prior to casualty during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall (a) repair such damage and restore the Premises such Site to substantially the same or better condition as existed before the occurrence of such fire or other Casualty casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) . In no event shall Fixed Rent or Additional Rent ▇a▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): has: (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash or a letter of credit meeting the requirements (other than amount) of a Letter of Credit outlined in Section 5(d)(iii), above, in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualtycasualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualtycasualty, for application to the costs of such approved repair and restoration, as set forth below. (c) . For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Site is damaged by fire or other Casualty prior to during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall (a) repair such damage and restore the Premises such Site to substantially the same or better condition as existed before the occurrence of such fire or other Casualty Casualty, using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) "CASUALTY REPAIR"), and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall reviewreview (except with respect to the existing damage at the Oakzanita Site), at Tenant’s 's expense, all plans and specifications for any Casualty Repair with a cost equal to or greater than $50,000 and all draw requests hereunder. (b) related thereto. In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): has: (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then to the extent such proceeds are made available to Landlord from Mortgagee, Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) . For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following shall apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) A. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction and rental shall be accounted for as between Landlord and Tenant as of that date. If the Premises are damaged but not wholly destroyed by fire or other Casualty prior any such casualties, rental shall abate based upon the nature and extent of the damage to the Premises Conversion Date▇▇▇ the ability of Tenant to conduct its business therefrom, then, except as expressly provided in paragraph 10(d), reasonably determined by Landlord and Tenant shall, at its expense, repair such damage and Landlord shall restore the Premises to substantially the same or better condition as existed before damage as speedily as is practicable, whereupon full rental shall recommence; provided, however, that if (i) the occurrence Premises are more than 50% damaged or destroyed, in Landlord's reasonable judgment, or (ii) the Premises are damaged or destroyed during the last twelve (12) months of the Lease term, or (iii) the holder of a Security Deed (as defined in Section 26. below) does not make available insurance proceeds for rebuilding or repair, then and in any such events, Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the day of such fire occurrence. If the Premises are more than 50% damaged or other Casualty using materials of destroyed, in Landlord's reasonable judgment and Landlord cannot restore the Premises to substantially the same or better grade than that of the materials being replaced (hereincondition as before damage within 180 days, a “Casualty Repair”) and then Tenant may at its option terminate this Lease by providing notice in writing to Landlord within thirty (30) days after the date of such occurrence that Tenant so desires to terminate this Lease. B. Landlord shall remain not be required to repair any injury or damage or to make any repairs or replacements of any improvements installed in full force and effectthe Premises by or for Tenant. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its Tenant's sole cost and expense, obtain repair, replace and restore all permits required for such work. An architect or engineer selected by Landlord shall reviewof Tenant's personalty, at Tenant’s expensetrade fixtures, all plans equipment and specifications fixtures, and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇alterations, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason additions and/or improvements other than the repairs required of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist Landlord under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowLease. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. In the event that all or any part of the buildings on the Premises shall be damaged or destroyed as a result of fire or other casualty, (a) If and such damage or destruction, in tenant’s reasonable judgment, materially adversely affects the operation of Tenant’s business in the Premises are damaged by fire or other Casualty prior to and occurs during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)last year of the Term, Tenant shallshall have the right to terminate this Lease by providing written notice of such termination to Landlord within one-hundred (100) days after the date of such casualty; and (b) in all events Tenant shall use commercially reasonable efforts to restore, at its expense, repair such damage and restore rebuild and/or replace the Premises Landlord’s Work to substantially the same or better condition as that existed before on the occurrence date of such fire damage or destruction (it being understood and agreed that Tenant shall have no obligation to restore, rebuild or replace any of Tenant’s or other Casualty using materials improvements on the Premises other than Landlord’s Work). Tenant shall have the right to use all insurance proceeds payable in connection with any such damage or destruction to so restore, rebuild and/or replace Landlord’s Work and any other improvements on the Premises (including without limitation the Premises and Tenant’s improvements and personal property therein). If Tenant elects to terminate this Lease pursuant to this Section 9 above, Tenant shall transfer to Landlord an amount of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account Tenant for damage or destruction attributable to Landlord’s Work to the extent Tenant has not restored, rebuilt or replaced Landlord’s Work; the remainder of such Casualtyinsurance proceeds shall be transferred to and become the property of Tenant. In the event Tenant is obligated to restore, for application rebuild and/or replace Landlord’s Work pursuant to the costs of this Section 9, Landlord shall cooperate with Tenant in connection with such approved repair efforts by Tenant, including without limitation by executing permitting and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:other

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Site is damaged by fire or other Casualty prior to during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall (a) repair such damage and restore the Premises such Site to substantially the same or better condition as existed before the occurrence of such fire or other Casualty Casualty, using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) ), and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall reviewreview (except with respect to the existing damage at the Oakzanita Site), at Tenant’s expense, all plans and specifications for any Casualty Repair with a cost equal to or greater than $50,000 and all draw requests hereunder. (b) related thereto. In no event shall Fixed Rent or Additional Rent ▇a▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): has: (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then to the extent such proceeds are made available to Landlord from Mortgagee, Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) . For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following shall apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall at the option of Landlord terminate as of the date of such destruction, and all rent shall be accounted for as between Landlord and Tenant through such date. If the Premises are damaged but not wholly destroyed by fire or other Casualty prior any of such casualties, and the damages shall not have been due to the negligence, act, or omission to act of Tenant, or its agents, employees, invitees, contractors, subcontractors, subtenants, licensees, or concessionaires rent shall ▇▇▇▇▇ in such proportion as use of the Premises Conversion Datehas been destroyed, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and Landlord shall restore the Premises to substantially the same or better condition as existed before damage as speedily as practicable following receipt of insurance proceeds, whereupon full rent shall recommence; provided, however, that in the occurrence event of such partial destruction, Landlord shall have the option (in lieu of any restoration obligation) to terminate this Lease, by notice to Tenant given within sixty (60) calendar days following such damage, if either such damage occurs during the last half of the term of this Lease or the cost of such restoration exceeds the proceeds of casualty insurance for the damage to the Premises; or any mortgagee of Landlord requires that the insurance proceeds payable as a result of any such casualty be applied to the payment of the mortgage debt. If the Premises or any portion of the Center be damaged by fire or other Casualty using materials casualty resulting from the fault or negligence of the same Tenant or better grade than that any of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expenseagents, all plans and specifications and all draw requests hereunder. (b) In no event employees, or invitees, then notwithstanding anything contained in this paragraph, the fixed Minimum Rent hereunder shall Fixed Rent not be diminished or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason abated during the repair of such damage, destruction and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Premises or Center caused thereby to the extent such cost and expense are not covered by insurance proceeds. Any such termination shall be effective as of the date specified in such notice, which date shall be no more than thirty (30) days after giving such notice, and all rent shall be accounted for as between Landlord and Tenant as of the date of the termination of this Lease by Landlord. Tenant shall place personal property and install fixtures in the Premises at Tenant’s sole risk and expense. No insurance carried by Landlord will provide coverage of any kind for such personal property and fixtures. If the Center shall be damaged by storm, fire, lightning, earthquake or other Casualty. With respect to casualty, and such damage reduces by more than twenty-five percent (25%) the gross rentable floor area of the Center or if any mortgagee of Landlord requires that the insurance proceeds payable as a Casualty occurring prior result of any such casualty to the Premises Conversion DateCenter be applied to the payment of the mortgage debt, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), the option to terminate this Lease regardless of whether or not such casualty damages the Premises and (ii) deposited with Landlord whether or not the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account restoration of such Casualty, then damage would be compensated by insurance. Landlord shall make or shall cause notify Tenant in writing within sixty (60) days after the occurrence of any such casualty if Landlord intends to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:so terminate this

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises Premises, or any part thereof, are damaged by fire or other Casualty prior to casualty during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term, Tenant shall, at its expense, shall promptly and diligently repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty casualty, using materials of the same or better grade than that of the materials being replaced (hereinreplaced, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 Sections 9 and the standards of paragraph 9 22 herein, subject to then Applicable Laws, and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor nor, subject to Section 10(c), shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that (i) no Material Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), hereunder and provided is continuing and (ii) Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair repair and restoration (all of which Landlord shall have approvedapproved in accordance with, and to the extent required, under this Lease), and (iithen subject to compliance by Tenant with the provisions of Section 10(b)(iii) deposited with below, Landlord or shall cause the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds paid directly by the insurer to the Proceeds Trustee and all insurance proceeds actually received by Landlord and not paid over to the Proceeds Trustee on account of such Casualtycasualty, for application to the costs of such approved repair and restoration, as set forth belowin Section 10(b). Tenant’s obligations under this Section 10 shall survive the termination or expiration of this Lease. (b) In the event the estimated cost of reconstruction is in excess of an amount equal to Fixed Rent for the three (3) full calendar months immediately following the date of the casualty (the “Materiality Threshold”), all insurance proceeds for restoration of the Premises (as opposed to proceeds for business interruption, Tenant’s personal property or other items) shall be paid to or deposited with the Proceeds Trustee in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided, and Landlord shall pay any insurance proceeds it receives to the Proceeds Trustee for application as provided in this Section l 0. In the event the estimated cost of reconstruction is equal to or less than the Materiality Threshold, all insurance proceeds for restoration of the Premises (and for business interruption, Tenant’s personal property and all other items payable in connection with such casualty) shall be paid to Tenant. If no Mortgage is then in effect, the Proceeds Trustee shall be designated by Landlord. Insurance proceeds shall be deposited in an interest bearing account (so long as Tenant delivers to Landlord and the Proceeds Trustee the tax forms and other documents required to establish an interest-bearing account) and, to the extent not disbursed by the Proceeds Trustee for restoration pursuant to this Section I 0, interest shall be distributed to Tenant upon completion of said repair, replacement or rebuilding, provided no Material Event of Default has occurred and is continuing hereunder. All checks drawn on said account shall be co-signed by the Proceeds Trustee and Tenant. Provided that insurance proceeds are to be held by the Proceeds Trustee pursuant to this Section 10 and no Material Event of Default has occurred and is continuing hereunder, insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: (i) No more frequently than once per calendar month, Tenant may request that the Proceeds Trustee pay, out of such insurance proceeds, the costs incurred by Tenant to repair and restore the Premises during the immediately preceding calendar month, less customary retainage retained by Tenant from the contractor, as reflected in the contractor’s request for payment. Tenant’s request shall include a certification by Tenant, Tenant’s independent, licensed architect or its general contractor that all work for which reimbursement is requested was performed in compliance with the plans and specifications approved by Landlord pursuant to Section 22 herein and all Applicable Laws, and shall include reasonably satisfactory evidence of the costs incu1Ted by Tenant and the proper application by Tenant of prior disbursements by the Proceeds Trustee to or at the direction of Tenant and conditional lien releases in form and substance reasonably satisfactory to the Proceeds Trustee executed by those Persons being paid from such disbursement, to the extent that such waivers are permitted under Applicable Laws and that such Persons would continue have liens (or the right to file liens) with respect to such amounts absent the providing of such waivers. (ii) Within 20 days after receiving Tenant’s request, the Proceeds Trustee shall approve or disapprove Tenant’s request, which approval shall not be unreasonably withheld as to any portion of the request, by notice to Tenant. If the Proceeds Trustee approves all or any portion of a request and the Proceeds Trustee has received (and not previously disbursed) insurance proceeds, then the Proceeds Trustee’s approval shall include a check or be accompanied by a wire transfer in the amount approved by the Proceeds Trustee. If the Proceeds Trustee disapproves all or any portion of a request, then the Proceeds Trustee’s notice shall state the reasons for that disapproval. The Proceeds Trustee’s failure to deliver a notice approving or disapproving a request within such 20 day period shall be conclusively deemed the Proceeds Trustee’s approval of the request, provided that, not less than IO days prior to the end of such 20 day period, Tenant delivers a second notice, in bold face, 14 point type, to the Proceeds Trustee stating that failure of the Proceeds Trustee to respond within such 20 day period will be deemed to constitute such approval. (iii) In addition, prior to commencement of restoration and at any time during restoration, if the estimated cost of restoration, as reasonably determined by the Proceeds Trustee, exceeds the then amount of the proceeds account, the amount of such excess shall be paid by Tenant before any funds are released from the proceeds account. So long as no Material Event of Default has occurred and is continuing, any sum which remains in the proceeds account upon the completion of restoration shall be paid to Tenant. (iv) All costs and expenses of the Proceeds Trustee shall be paid by Tenant. (c) For all Casualty Repairs Notwithstanding the foregoing, if during the last three (3) years of the Term, a casualty occurs and the cost to repair or rebuild the Building is reasonably estimated to exceed seventy-five percent (75%) of the replacement cost of the Building, then Tenant may terminate this Lease by giving written notice thereof to Landlord within 90 days after the date of such damage or destruction. If Tenant with respect to a Casualty occurring makes such election, (i) the Term shall expire upon the 30th day after notice of such election is given by Tenant; (ii) on or prior to the date of expiration, Tenant shall vacate the Premises Conversion Dateand surrender the same to Landlord in accordance with the provisions of Article 21; and (iii) on or prior to the date of expiration, Tenant shall assign to Landlord all of its rights to any construction in progress and insurance proceeds for restoration of the following apply:portions of the Premises that are Landlord’s property.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged totally destroyed by fire storm, fire, lightning, earthquake or other Casualty prior casualty, this Lease shall terminate as of the date of such destruction and rental shall be abated as of such date. If the Premises are damaged, but not wholly destroyed by any of such casualties, rental shall ▇▇▇▇▇ in such proportion as use of Premises has been destroyed, and Landlord shall restore (i) the Building as modified by the Landlord's Work and as expanded (if at all) onto the Adjacent Land and (ii) any portion of the Tenant's Work for which Landlord pays Tenant pursuant to the Premises Conversion Date, then, except as expressly provided in terms of paragraph 10(d), Tenant shall, at its expense, repair such damage and restore the Premises 3 of Exhibit "C" to substantially the same or better condition as existed before such casualty as speedily as practicable; provided, however, that if the occurrence damage shall be so extensive that the same cannot be reasonably repaired and restored within nine (9) months from the date of the casualty, then Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days from the date that either party notifies the other that such party has determined that the repair and restoration work cannot reasonably be completed within such nine (9) month period. In the event of such fire or other Casualty using materials termination, rental shall be abated as of the same or better grade than that date of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effectsuch casualty. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent Landlord be responsible for repairing or Additional Rent ▇▇▇▇▇restoring the Tenant's Work, nor any personal property of Tenant or any alterations or improvements made by Tenant (other than portions of Tenant's Work for which Landlord has paid Tenant pursuant to the terms of Exhibit "C"). Tenant's right of rental abatement provided above shall expire on the earlier to occur of (i) the date on which Tenant reopens for business in the damaged portion of the Premises; or (ii) the date on which the work required to be performed by Landlord pursuant to this paragraph 10 is substantially complete. Subject to all of the terms and conditions of this Lease terminate (except as expressly but subject to the rent abatement provided for in this paragraph 10(d)10), so long as Tenant, its agents, representatives, employees, contractors and invitees do not interfere with Landlord's performance of the work required to be performed by reason Landlord pursuant to the terms of such damage, destruction or other Casualtythis paragraph. With respect Tenant shall have the right to a Casualty occurring enter the Premises prior to the Premises Conversion Date, provided that no Event date of Default substantial completion of such work to be performed by Tenant shall then exist under this Lease (and no event has occurred which, with Landlord for the passage purpose of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of performing any work which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal is Tenant's responsibility pursuant to the excess, if any, terms of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowthis paragraph. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Site is damaged by fire or other Casualty prior to during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall (a) repair such damage and restore the Premises such Site to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”"CASUALTY REPAIR") and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 of this Lease and the standards of paragraph 9 of this Lease and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall reviewreview (except with respect to the existing damage at the Oakzanita Site), at Tenant’s 's expense, all plans and specifications for any Casualty Repair with a cost equal to or greater than $750,000 and all draw requests hereunder. (b) related thereto. In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): has: (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then to the extent such proceeds are made available to Landlord from Mortgagee, Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) . For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following shall apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged totally destroyed by fire storm, fire, lightning, earthquake or any other Casualty prior casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between LESSOR and LESSEE as of that date. (b) If the Premises, to include all truck courts and parking areas, are partially destroyed by any of the casualties described hereinabove, LESSOR shall notify LESSEE in writing whether the damage to the Premises Conversion Dateis so extensive that the same cannot be reasonably repaired and restored within six (6) months' time from the date of such casualty. If LESSOR shall notify LESSEE that such damage cannot be reasonably repaired within six (6) months' time, then, except within fourteen (14) calendar days of LESSEE's receipt of such notice, LESSOR and LESSEE shall each have the right to terminate this Lease as expressly provided in paragraph 10(d)of the thirtieth (30th) calendar day following delivery to the other party of written notice of such termination. If either LESSOR or LESSEE shall so terminate the Lease, Tenant shallthen rental shall be paid up to the date of such termination. (c) If neither LESSOR nor LESSEE shall so terminate this Lease or if LESSOR shall notify LESSEE that the damage can be reasonably repaired within six (6) months' time, at its expensethen rental shall abat▇ ▇▇ such proportion (based upon the square footage) as use of the Premises has been destroyed, repair such damage and LESSOR shall restore the Premises to substantially the same or better condition as existed before the occurrence of such fire casualty as speedily as practicable, whereupon full rental shall recommence. LESSEE shall pay to LESSOR the "deductible amount" (if any) under LESSOR's insurance policies and, if the damage was due to an act or other Casualty using materials omission of LESSEE, its employees, agents, contractors or invitees, LESSEE shall pay to LESSOR the same or better grade than that of difference between the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effectactual costs of. Such repair and replacement any insurance proceeds received by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunderLESSOR. (bd) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect LESSOR have any liability to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant LESSEE with respect to a Casualty occurring prior damage to the Premises Conversion Date, the following apply:LESSEE's property or fixtures.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If Premises are totally or substantially destroyed by storm, fire, lightning, earthquake, or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for between Lessor and Lessee as of that date. If over 50% of the Premises are damaged but not wholly destroyed by fire or other Casualty prior to any of such casualties (“Partially Damaged”), rental shall ▇▇▇▇▇ in such proportion as use of the Premises Conversion Datehas been affected, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and Lessor shall restore the Premises to substantially the same or better condition as existed before damage as speedily as practicable, whereupon full rental shall recommence, provided further, however, that if the occurrence damage shall be so extensive that the same cannot be reasonably repaired and restored within ninety (90) days from the date of the casualty, then either Lessor or Lessee may cancel this Lease by giving written notice to the other party within thirty days from the date of such fire casualty. Lessor is responsible for determining whether or other Casualty using materials not the Premises can be reasonably repaired or restored within ninety (90) days within thirty (30) days of the same or better grade than that date of the materials being replaced (hereincasualty. In such event repairs or restoration cannot be reasonably performed within the time period and either party elects to cancel this Lease, a “Casualty Repair”) rental shall be apportioned and paid up to the date of such casualty. Lessor shall have no liability to Lessee with respect to any loss sustained by Lessee with respect to Lessee’s property or fixtures. In addition, if the Premises are Partially Damaged during the last twelve months of the term of this Lease, either party may cancel and terminate this Lease shall remain in full force as of the date the Premises are Partially Damaged by giving written notice to the other party of said election to so cancel and effect. Such repair terminate this Lease within 30 days of date the damage occurred and replacement by Tenant rental shall be done accounted for between Lessor and Lessee as of the date of casualty. However, in the event that Lessee has an option to extend or renew this Lease, and the time within which said option may be exercised has not yet expired, Lessee may exercise such option, if it is to be exercised at all or, in the event Lessee has already exercised such option, shall reconfirm such exercise in writing, within twenty (20) days after the Premises are Partially Damaged. If Lessee duly exercises such option, or reconfirms such option, within the twenty (20) day period, Lessor shall promptly proceed to restore the Premises in accordance with the provisions of this paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause above and diligently pursue said restoration to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowcompletion. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. If the Premises (aare damaged or destroyed so that the Premises becomes totally or partially untenantable, Landlord shall be required, to the extent of available insurance proceeds, to repair or restore the Premises to the state of its existence as of the date of this Lease as expeditiously as is practical under the circumstances, unless Tenant elects to terminate this Lease as hereinafter described in this Section. Any insurance proceeds received by Landlord with respect to Tenant’s trade fixtures, property owned by Tenant, or property which Tenant may remove from the Building pursuant to this Lease, and not used for repair or rebuilding such items, shall be held in trust for Tenant and delivered to Tenant upon request. Tenant may terminate this Lease by giving written notice to the Landlord within thirty (30) If days after the occurrence of any damage or destruction to the Premises which will, in the opinion of an independent third party architect or engineer, reasonably renders more than Fifty (50%) Percent of the Premises untenantable for a period longer than Ninety (90) days. In the event that this Lease is terminated, neither party shall be further obligated to the other except that Tenant shall be responsible to pay Landlord all rent and other charges due hereunder to the date of such termination. Tenant may remove any non-structural improvements made by Tenant or other property owned by Tenant. In the event that the Premises are damaged or destroyed by fire fire, storm, or other Casualty casualty so that the Premises shall be rendered totally or partially untenantable, the until the Premises are rebuilt or restored to their former condition by Landlord, the payment of rent shall be reduced in the same proportion as the number of square feet of the Premises occupied by the Tenant prior to the Premises Conversion Date, then, except loss or destruction. Rental shall automatically be reinstated as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and restore portions of the Premises are returned to substantially the same or better condition as existed before the occurrence use by Tenant (provided it is commercially reasonable for Tenant to conduct at least a portion of such fire or other Casualty using materials its business thereon) and shall be fully reinstated upon completion of the same repairs or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement restoration by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunderLandlord. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If at any time during the Lease Term the Premises are damaged by a fire or other Casualty prior casualty, Tenant shall immediately notify Landlord in writing of such event. Thereafter, Landlord shall notify Tenant within thirty (30) days after the date Landlord receives notice of such damage as to the Premises Conversion Dateamount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed one hundred eighty (180) days, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than ten (10) days after the Landlord's notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take one hundred eighty (180) days or less, then, except as expressly provided in paragraph 10(d)subject to receipt of sufficient insurance proceeds, Tenant shall, at its expense, repair such damage and Landlord shall promptly restore the Premises to substantially excluding the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from force majeure events. Tenant, at Tenant's expense, shall promptly perform all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with paragraph 23 this Lease. Notwithstanding the foregoing, either party may terminate this Lease .if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one (1) month to repair such damage. In the event the damage was caused by willful misconduct of Tenant or its agents, employees, invitees or those for whom Tenant is responsible. Tenant shall pay to Landlord, with respect to any damage to the Premises, the amount of commercially reasonable deductible under Landlord's insurance policy (not to exceed $20,000) within ten (10) days after presentment or Landlord's invoice. If the Premises are to be rebuilt or repaired and are untenantable in whole or in part following the damage, and the standards damage or destruction was not caused or contributed by act or negligence of paragraph 9 and Tenant, its agents, employees, invitees or those for whom Tenant shallis responsible, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall the rent payable under this Lease terminate (during the period for which the premises arc untenantable shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Such abatement shall be the sole remedy of Tenant, and, except as expressly provided in paragraph 10(d))herein, Tenant waives any right to terminate the Lease by reason of such damage, destruction damage or other Casualtycasualty loss. With respect In the event that Landlord fails to a Casualty occurring prior to complete the Premises Conversion Date, provided that no Event necessary repairs or rebuilding within one hundred eighty (180) days from the date of Default written notification by Tenant shall then exist under to Landlord of the destruction, Tenant may at its option terminate this Lease (and no event has occurred which, with the passage by delivering written notice of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting termination to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowLandlord. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If at any time during the Lease Term the Premises are damaged by a fire or other Casualty prior to the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)casualty, Tenant shallshall immediately notify Landlord in writing of such event. Thereafter, at its expense, repair Landlord shall notify Tenant within thirty (30) days after the date Landlord receives notice of such damage and restore the Premises as to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualtytime Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed ninety (90) days, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than ten (10) days after the Landlord's notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take ninety (90) days or less, then Landlord shall make promptly restore the Premises including the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from force majeure events. Tenant, at Tenant's expense, shall cause promptly perform all repairs or restoration not required to be made available to Tenant all net insurance proceeds actually received done by Landlord on account and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one (1) month to repair such Casualtydamage. In the event the damage was caused by willful misconduct of Tenant or its agents, employees, invitees or those for application whom Tenant is responsible, Tenant shall pay to the costs of such approved repair and restorationLandlord, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior any damage to the Premises Conversion DatePremises, the amount of commercially reasonable deductible under Landlord's insurance policy (not to exceed $20,000) within ten (10) days after presentment of Landlord's invoice. If the Premises are to be rebuilt or repaired and are untenantable in whole or in part following apply:the damage, and the damage or destruction was not caused or contributed by act or negligence of Tenant, its agents, employees, invitees or those for whom Tenant is responsible, the rent payable under this Lease during the period for which the premises are untentantable shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Such abatement shall be the sole remedy of Tenant, and, except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. In the event that Landlord fails to complete the necessary repairs or rebuilding within one hundred eighty (180) days from the date of written notification by Tenant to Landlord of the destruction, Tenant may at its option terminate this Lease by delivering written notice of termination to Landlord. GOVERNMENTAL ORDERS

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged by fire or other Casualty prior to during the Premises Conversion DateTerm of this Lease, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If a. If, after Substantial Completion of each component of the Premises Premises, such component or any part thereof are damaged by fire or other Casualty prior to casualty during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty casualty using materials of the same or better grade than that of the materials being replaced replaced, so that the value and utility of the Premises (hereinconsidered as unencumbered by this Lease) shall not be decreased, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 22 and the standards of paragraph 9 8 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s 's expense, all plans and specifications and all draw requests hereunder. (b) . In no event shall Fixed Rent or Additional Rent abat▇, ▇▇▇▇▇, nor r shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damagedamage or destruction. Tenant may, destruction or other Casualty. With respect at its sole cost and expense, participate with Landlord in the negotiation of the amount of the proceeds with the insurer, but Tenant shall have no right to prevent Landlord from agreeing to a Casualty occurring prior settlement so long as the settlement will provide sufficient funds to pay the Premises Conversion Date, provided that cost the restoration work required by this paragraph. Provided no Event of Default by Tenant shall then exist is continuing under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default)Lease, and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair repair and restoration (all of which Landlord shall have approvedapproved in its reasonable judgment), and (ii) deposited with Landlord or the Proceeds Trustee hereinafter mentioned cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualtycasualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualtycasualty, for application to the costs of such approved repair and restoration, as set forth below. In lieu of the cash required by the preceding sentence, Tenant may deposit a clean irrevocable evergreen letter of credit for an equivalent amount drawn on a bank acceptable to Landlord and Mortgagee. b. If Tenant is obligated to repair and restore pursuant to paragraph 9(a), then in the event the estimated cost of reconstruction is equal to or less than five hundred thousand dollars (c$500,000), insurance proceeds (net of the cost of collection thereof) For up to such amount shall be paid over to Tenant for the sole purpose of reconstruction. In the event the estimated cost of reconstruction is in excess of five hundred thousand dollars ($500,000), all Casualty Repairs insurance proceeds (net of the cost of collection thereof) shall be paid to or deposited with either a bank or trust company designated by Landlord, subject to the reasonable approval of Tenant (herein called the "Proceeds Trustee") in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided. In the event Landlord mortgages the Premises with a First Mortgage, the mortgagee thereunder may, at its option, be appointed Proceeds Trustee for so long as such First Mortgage remains outstanding and such Mortgagee does not control Landlord or is not controlled by or under common control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant upon completion of said installation, repair, replacement or rebuilding, provided no Event of Default has occurred and is continuing hereunder, and any proceeds remaining after payment of all costs of reconstruction shall (unless an Event of Default shall have occurred and be continuing hereunder) be paid to Tenant, unless Mortgagee applies such remaining proceeds to the principal amount secured by the Mortgage, in which case there shall be a credit against monthly Fixed Rent equal to the reduction in fixed monthly debt service resulting from such application, or, if there is no reduction in debt service, Tenant shall be paid the amount of such remaining proceeds upon the earlier to occur of the maturity of the debt secured by the Mortgage, the refinancing of the Mortgage or the sale of the Premises. All checks drawn on said account shall be signed by the Proceeds Trustee. Insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: i. No more frequently than once per calendar month, Tenant may request that Landlord reimburse Tenant out of such insurance proceeds for costs incurred by Tenant with respect for work in place to a Casualty occurring prior to repair and restore the Premises Conversion Dateand not previously reimbursed and for the cost of construction materials stored on site at the Premises. Tenant's request shall certify that all work for which reimbursement is requested was performed in compliance with the plans and specifications approved by Landlord pursuant to paragraph 8 and all applicable laws, and shall include reasonably satisfactory evidence of the following apply:costs incurred by Tenant and unconditional lien releases in form and substance required by applicable law executed by all mechanics, materialmen, laborers, suppliers and contractors who performed any portion of the repair work or supplied materials. ii. Within fifteen (15) days after receiving Tenant's request, Landlord shall approve or disapprove Tenant's request, which approval shall not be unreasonably withheld, delayed or conditioned by notice to Tenant. If Landlord approves all or any portion of a request and Proceeds Trustee has received (and not previously disbursed) insurance proceeds, then the Proceeds Trustee shall send to or upon the written order of Tenant a check or wire transfer in the amount approved by Landlord. If Landlord disapproves all or any portion of a request, then Landlord's notice shall state the reasons for that disapproval. Landlord's failure to deliver a notice approving or disapproving a request shall be conclusively deemed Landlord's disapproval of the request.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are damaged by fire or other Casualty prior to casualty during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty casualty using materials of the same or better grade than that of the materials being replaced (hereinreplaced, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s 's expense, all plans and specifications and all draw requests hereunder. (b) . In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇abate, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtyd▇▇▇▇▇ction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Provided Tenant shall then exist is not in default under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Defaulta default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair repair and restoration (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee (defined below) cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualtycasualty, then to the extent such proceeds are available to Landlord from Mortgagee, Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualtycasualty, for application to the costs of such approved repair and restoration, as set forth below. If the estimated cost of reconstruction and the amount of insurance proceeds are less than $500,000, such proceeds shall be paid to Tenant to apply to the cost of restoration. If the estimated cost of reconstruction is equal to or in excess of $500,000, all insurance proceeds shall be paid to or deposited with either a bank or trust company designated by Landlord, subject to the reasonable approval of Tenant (herein called the "PROCEEDS TRUSTEE") in the name of the Proceeds Trustee as trustee for Landlord and Tenant and disbursed in the manner hereinafter provided. If Landlord mortgages the Premises with a First Mortgage, the Mortgagee thereunder may, at its option, be appointed Proceeds Trustee for so long as such First Mortgage remains outstanding and such Mortgagee does not control Landlord or is not controlled by or under common control with Landlord. Insurance proceeds shall be deposited in an interest bearing account and interest shall be distributed to Tenant upon completion of said installation, repair, replacement or rebuilding, provided no default has occurred and is continuing hereunder. All checks drawn on said account shall be signed by the Proceeds Trustee. Subject to the terms and conditions of any First Mortgage (if the Mortgagee is the Proceeds Trustee), insurance proceeds shall be disbursed to Tenant by the Proceeds Trustee under the following procedure: (i) No more frequently than once per calendar month, Tenant may request that Landlord reimburse Tenant out of such insurance proceeds for costs incurred by Tenant for work in place to repair and restore the Premises during the immediately preceding calendar month. Tenant's request shall certify that all work for which reimbursement is requested was performed in compliance with the plans and specifications approved by Landlord pursuant to paragraph 9 and all applicable laws, and shall include reasonably satisfactory evidence of the costs incurred by Tenant and unconditional lien releases in form and substance required by applicable law executed by all mechanic's, materialmen, laborers, suppliers and contractors who performed any portion of the repair work or applied materials. (cii) For Within fifteen (15) days after receiving Tenant's request, Landlord shall approve or disapprove Tenant's request, which approval shall not be unreasonably withheld, by written notice to Tenant. If Landlord approves all Casualty Repairs or any portion of a request and Landlord has received (and not previously disbursed) insurance proceeds, then Landlord's approval shall include a check in the amount approved by Tenant with respect Landlord. If Landlord disapproves all or any portion of a request, then Landlord's notice shall state the reasons for that disapproval. Landlord's failure to deliver a Casualty occurring prior to notice approving or disapproving a request shall be conclusively deemed Landlord's disapproval of the Premises Conversion Date, the following apply:request.

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If The parties hereby covenant and agree that if the Premises premises are damaged totally destroyed by fire fire, storm, lightning, earthquake, tornado, Act of God, accident, or other Casualty prior casualty, this lease, at the election of either party, shall termination as of the date of any such casualty and rental shall be accounted for as between the parties as of said date; except that if the Lessor, within fifteen (15) days after the date of said casualty, shall offer the Lessee in writing to restore the premises to their original condition and to the Premises Conversion Datesatisfaction of the Lessee and the Lessee shall accept such offer, thenthen and thereupon this lease shall continue and remain in force between the parties except that the rental shall ▇▇▇▇▇ as of the date of said casualty and not resume until the Lessee reoccupies the reconstructed premises. Said reconstruction shall be commenced within thirty (30) days of Lessee's acceptance of said offer and shall be completed within four (4) months of commencement unless interrupted by construction delays beyond the reasonable control of Lessor such as those heretofore enumerated in Paragraph 1, except in which event the time of completion shall be extended by the period of such interruption. Upon the completion of said reconstruction and restoration of the premises to Lessee's satisfaction, Lessee agrees to reoccupy the same and to recommence the payment of rental thereon as expressly provided herein provided. The parties further covenant and agree that if the premises are damaged, but not wholly destroyed by any such casualty as above referred to, the rental shall ▇▇▇▇▇ in paragraph 10(d)such proportion as use of the premises has been destroyed, Tenant shall, at its expense, repair such damage and the Lessor shall restore the Premises premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (hereindamage as speedily as practicable, a “Casualty Repair”) and this Lease whereupon full rental shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunderrecommence. (b) In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth below. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are any Site is damaged by fire or other Casualty prior to casualty during the Premises Conversion Date, then, except as expressly provided in paragraph 10(d)Term of this Lease, Tenant shall, at its expense, shall (a) repair such damage and restore the Premises such Site to substantially the same or better condition as existed before the occurrence of such fire or other Casualty casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and (b) this Lease shall remain in full force and effect. Such repair and replacement by Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such work. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) . In no event shall Fixed Rent or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason of such damage, destruction damage or other Casualtydestruction. With respect to a Casualty occurring prior to the Premises Conversion Date, provided Provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): has: (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash or a letter of credit meeting the requirements (other than amount) of a Letter of Credit outlined in Section 5(d)(iii), above, in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualtycasualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualtycasualty, for application to the costs of such approved repair and restoration, as set forth below. (c) . For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion DateRepairs, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If the Premises are partially or totally damaged or destroyed by fire storm, fire, lightning, earthquake or other Casualty prior casualty, such that the Premises are rendered totally or partially inaccessible, or unusable by Tenant in the ordinary course of its business, the Rent will a▇▇▇▇ proportionately to the Premises Conversion Datediminution in Tenant’s use, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and Landlord shall restore the Premises to substantially the same or better condition as existed before such casualty as speedily as practicable, whereupon full rental shall recommence. Regardless whether Landlord or Tenant has obtained the occurrence insurance policy on the Premises in accordance with Paragraph 30 below, each of Landlord and Tenant shall take all steps necessary to assist the other in processing the insurance claim. However, if the damage shall be so extensive that it cannot reasonably be repaired and restored within nine (9) months from date of the casualty, then Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days after the date of such fire or other Casualty using materials casualty. Notwithstanding the foregoing, if the Premises are damaged and the cost of repair is greater than thirty-five percent of the same or better grade than that replacement cost of the materials being replaced (Premises, and if the damage is of a type not covered by the insurance described in Paragraph 30(b) herein, then Landlord may terminate this Lease by giving written notice to Tenant within thirty (30) days after the date of such casualty. In addition, in the event that there is a “Casualty Repair”) and total destruction of the Premises during the last year of the Initial Term or the last year of the then current Renewal Term, then, notwithstanding anything in this Lease to the contrary, this Lease shall remain in full force terminate as of the date of such casualty and effectLandlord shall have no duty to restore or rebuild unless Tenant agrees, at that time, to exercise the next available renewal term, if any. Such In the event of such termination, rental shall be abated as of the date of such casualty. If neither party elects to terminate the Lease as provided above, and if Landlord has not commenced to repair within ninety (90) days following the casualty, Tenant may then terminate the Lease as of the date of the casualty by giving written notice to Landlord. If Landlord has commenced to repair or rebuild and replacement has not completed such work to the point of Substantial Completion within one (1) year from the date of such casualty (as may be extended by Force Majeure occurring after the date such repair or rebuilding work has been commenced by Landlord), then Tenant shall be done in accordance with paragraph 23 and have the standards continuing right to terminate this Lease effective as of paragraph 9 and Tenant shallthe date that is thirty days after the Landlord’s receipt of such notice, at its expense, obtain all permits required for unless Landlord completes such workwork within such thirty days. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent Landlord be responsible for repairing or Additional Rent ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), restoring any personal property of Tenant or any alterations or improvements made by reason of such damage, destruction or other Casualty. With respect to a Casualty occurring prior to the Premises Conversion Date, provided that no Event of Default by Tenant shall then exist under this Lease (and no event has occurred which, with the passage of time, the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum equal to the excess, if any, of the total cost set forth in such approved budget over the amount of net insurance proceeds received on account of such Casualty, then Landlord shall make or shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account of such Casualty, for application to the costs of such approved repair and restoration, as set forth belowTenant. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply:

DESTRUCTION OF OR DAMAGE TO PREMISES. (a) If at any time during the Term all or a portion of the Premises are damaged by a fire or other Casualty prior to the Premises Conversion Datecasualty, then, except as expressly provided in paragraph 10(d), Tenant shall, at its expense, repair such damage and restore the Premises to substantially the same or better condition as existed before the occurrence of such fire or other Casualty using materials of the same or better grade than that of the materials being replaced (herein, a “Casualty Repair”) and this Lease shall remain in full force and effect. Such repair and replacement by then Tenant shall be done in accordance with paragraph 23 and the standards of paragraph 9 and Tenant shall, at its expense, obtain all permits required for such workpromptly notify Landlord. An architect or engineer selected by Landlord shall review, at Tenant’s expense, all plans and specifications and all draw requests hereunder. (b) In no event shall Fixed Rent or Additional Rent Within 60 days after ▇▇▇▇▇, nor shall this Lease terminate (except as expressly provided in paragraph 10(d)), by reason ▇▇▇ becomes aware of such damage, destruction Landlord shall inform Tenant of the amount of time Landlord reasonably estimates to restore the Premises (including the restoration of any Alteration made by Landlord), except for modifications required by Applicable Laws, and excluding the repair, restoration or replacement of the fixtures, equipment, or Alterations made by Tenant or a Tenant Party. If the restoration time is estimated to exceed 9 months from the issuance of all required permits, then either Tenant (unless the damage was caused by Tenant’s negligence or intentional act) or Landlord may elect to terminate this Lease effective as of the date of fire or other Casualtycasualty by giving notice to the other within 15 days after ▇▇▇▇▇▇▇▇’s notice, and Tenant shall promptly remove any salvageable personal property it seeks to retain from the Premises if Landlord deems the Premises safe for entry. With respect In addition, Landlord shall have the right to a Casualty occurring terminate this Lease, if the loss is not covered by insurance, within 30 days of receiving notice of this fact. If this Lease is not, or cannot be, terminated in accordance with the foregoing, then, subject to receipt of sufficient insurance proceeds and delays due to Force Majeure, Landlord shall commence to restore the Premises (including any Alterations made by Landlord) to substantially the same condition that existed immediately prior to the Premises Conversion Datefire or other casualty, provided that no Event except for modifications required by Applicable Laws, and excluding the repair, restoration or replacement of Default the fixtures, equipment, or Alterations made by Tenant shall then exist under or a Tenant Party. Notwithstanding the foregoing, each of Tenant (unless the damage was caused by Tenant’s negligence or intentional act) and Landlord may terminate this Lease (if the Premises are damaged by a fire or other casualty during the last year of the Term and no event has occurred which, with Landlord reasonably estimates that it will take more than 3 months to repair such damage. Rent shall be abated from the passage time of time, a fire or other casualty until Landlord’s repair and restoration obligations are completed by the giving of notice, or both, would constitute an Event of Default), and provided Tenant has (Tenant hereby covenanting to do so): (i) delivered to Landlord plans and specifications and a budget for such Casualty Repair (all of which Landlord shall have approved), and (ii) deposited with Landlord or the Proceeds Trustee cash in the sum percentage equal to the excessarea of the Premises that is untenantable, if any, divided by the total area of the total cost set forth Premises. Such abatement shall be the sole remedy of Tenant, and except as provided in such approved budget over the amount this Section, Tenant waives any right to terminate this Lease by reason of net insurance proceeds received on account of such Casualty, then damage or casualty loss. ACTIVE:15557709.15 Landlord shall make not be liable for any inconvenience to Tenant, or injury to ▇▇▇▇▇▇’s business resulting in any way from a fire or other casualty or the repair thereof. Tenant shall cause to be made available to Tenant all net insurance proceeds actually received by Landlord on account not interfere with or delay, and instead cooperate with Landlord, in Landlord’s completion of such Casualty, for application to the costs of such approved Landlord’s repair and restoration, as set forth belowrestoration obligations. ▇▇▇▇▇▇ agrees that the terms of this Section shall govern any damage or destruction and shall accordingly supersede any contrary statute or rule of law. (c) For all Casualty Repairs by Tenant with respect to a Casualty occurring prior to the Premises Conversion Date, the following apply: