Common use of Total or Partial Destruction Clause in Contracts

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In the event the improvements on Building and/or the Real Property (including any Building Systems) are Premises is damaged or destroyed by fire or other peril perils covered by Landlord’s insurance, Landlord shall: (a “Casualty”)i) In the event of total destruction, Tenant shall give Landlord notice of such Casualty at Landlord’s option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or within sixty (60) days after such damage, elect not to so repair, reconstruct or restore the Casualtybuilding and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall have the right to elect whether to have such improvements rebuilt or restoredgive Tenant written notice of its intention within said sixty (60) day period. In the event that Landlord elects not to have restore the improvements rebuilt or restoredbuilding, and and/or the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the CasualtyPremises, this Lease shall terminate effective be deemed to have terminated as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceedstotal destruction. (ii) Notwithstanding In the preceding clause event of partial destruction of the Building and/or the Premises, to an extent not exceeding twenty-five percent (i25%) of the full insurable value thereof, and if the damage thereto is such that the Building and/or the Premises may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty, and if Landlord will receive insurance proceeds41 sufficient to cover the cost of such repairs, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value thereof,42 insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore and the Lease shall then 40 and Landlord 41 from insurance to be obtained by Landlord hereunder 42 or if Landlord carries its insurance as required hereunder, but said terminate. Under any of the conditions of this Section 9.01(a)(ii), Landlord shall have the right to elect, by giving give written notice to TenantTenant of its intention within sixty (60) days after such partial destruction. In the event Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such partial destruction. (b) Upon any termination of this Lease under any of the provisions of this Section 9.01, the parties shall be released without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rental payable under this Lease shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration; provided that there shall be no abatement of rent if such damage is the result of Tenant’s43 or intentional wrongdoing. Tenant rebuild shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section 9.01. Notwithstanding anything to the contrary contained in this Section 9.01, if Landlord is delayed or prevented from repairing or restoring the damaged Premises within one (1) year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord, at its option, may terminate this44 whereupon Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligations under this Lease45. (d) If damage is due to any cause other than fire or other peril covered by extended coverage insurance, Landlord may elect to terminate this Lease. (e) If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the Building and the Premises which were originally provided at Landlord’s expense, and the repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant. 43 gross negligence, willful misconduct, 44 Lease by written notice to Tenant within sixty (60) days after expiration of such one (1) year period, 45 as of the date of Landlord’s notice to terminate (f) Notwithstanding anything to the contrary contained in this Section 9.01, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within Premises when the damage resulting from any casualty covered under this Section 9.01 occurs during the last twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach Term of this Lease, shall be made available for rebuilding Lease or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordany extension hereof.

Total or Partial Destruction. (a) In If VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA shall be damaged by fire, the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant without the fault of Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall give Landlord notice at its own expense cause such damage, to be repaired, but only to the extent of Landlord's original obligation to construct pursuant to Section 3.01, and the rent and other charges shall not be abated. If by reason of such Casualty occurrence, the Leased Premises shall be rendered untenantable only in part, Landlord shall at its own expense cause the damage, except Tenant's improvements, equipment and trade fixtures, to be repaired, but only to the extent of Landlord's original obligation to construct pursuant to Section 3.01, and the fixed minimum rent meanwhile shall not be abated as soon as reasonably possible after to the Casualty. portion of the premises rendered untenantable; provided, however, Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord's notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the improvements rebuilt or restoredgiving of such notice. If the premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, to be repaired, but only to the extent of the Landlord's original obligation to construct pursuant to Section 3.01, and the nature of fixed minimum rent meanwhile shall not abat▇ ▇▇ whole or in part except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In the event that If Landlord elects shall elect to have the improvements rebuilt or restoredreconstruct, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), then Landlord shall have a period of nine (9) months from the right to elect, by giving written date Landlord issues its notice to Tenant to build and complete the improvements to the extent of the Landlord's original obligation to construct pursuant to Section 3.01. Tenant specifically acknowledges the obligation to maintain insurance coverage at Tenant's expense to pay the rent costs incurred by Tenant and due Landlord during any period which the Landlord is partially or totally repairing or reconstructing the damage or casualty to VIA MIZN▇▇ ▇▇▇ANCIAL PLAZA. Nothing in this Section shall be construed to permit the abatement in whole or in part of the charges for operating costs, to have Tenant rebuild or restore the Leased Premisescommon area maintenance, in which event Tenant shall, with reasonable promptnessreal estate taxes attributable, and other charges set forth in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach Article II of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time Lease to any period during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of which the Leased Premises shall be paid in untenantable condition, nor shall there be any abatement for any other item due Landlord by Tenant pursuant to Landlordthe terms of this Lease.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord. (b) (Reserved.) (c) Tenant shall be responsible for all insurance deductibles applicable to any Casualty affecting any of the improvements on the Real Property (including Building Systems). (d) The provisions of this Section shall be subject and subordinate to the provisions of any mortgage now or hereafter placed upon the Real Property and the requirements of any mortgagee holding such mortgage.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) are Leased Premises shall be partially or wholly damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible insured casualty after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature commencement of the Casualty is such as wouldterm of this Lease, absent such rebuilding or restoration, materially impair Tenant’s ability to TENANT shall use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, providedon the Leased Premises for restoration and rebuilding of the Leased Premises. Provided, however, that should such damage or destruction occur within one (1) year of the end of this Lease (or any renewal option), TENANT shall have the option of canceling and terminating this Lease on giving LANDLORD ninety (90) days written notice of TENANT’s intention to do so. If TENANT elects to terminate this Lease in accordance with the foregoing option, TENANT shall be under no event shall Landlord be obligated duty to expend for any such rebuilding restore, rebuild or restoration an amount in excess of repair the Leased Premises and the insurance proceeds actually collected by Landlord on account payable to TENANT, including all loss of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such rent insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs a result of such reconstruction damage or repair, all subject destruction to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to LandlordLANDLORD. TENANT agrees that its fire insurance policies shall include appropriate clauses pursuant to which the insurance carriers: A. Waive all rights of subrogation against LANDLORD with respect to losses payable under such policies, and/or B. Agree that such policies shall not be invalidated should the insured waive, in writing, prior to a loss, any or all right of recovery against any party for losses covered by such policies. C. TENANT hereby waives any and all right of recovery which it might otherwise have against LANDLORD, its agents, employees, licensees, visitors or invitees, for loss or damage to TENANT’S contents, furniture, furnishings, fixtures and other property removable by TENANT under the provisions of this Lease notwithstanding that such loss or damage may result from the negligence or fault of LANDLORD, its agents or employees, so long as such loss or damage does not result from LANDLORD’S gross negligence or willful misconduct. TENANT agrees to advise LANDLORD promptly as to the language of the clauses included in its insurance policies pursuant to this paragraph. TENANT also agrees to notify LANDLORD prior to any change of the terms of any such policy which would affect such clauses.

Total or Partial Destruction. (a) In If the event Premises shall be damaged by fire or other casualty covered by Landlord's policies of fire and broad form extended coverage insurance but are not thereby rendered untenantable in whole or in part, Landlord shall at its own expense cause such damage to be repaired, and the improvements on rent shall not be abated. If by reason of such occurrence, the Real Property (including any Building Systems) are Premises shall be rendered untenantable in whole or in part and such damage can, in Landlord's reasonable judgment, be repaired within 180 days, Landlord shall at its own expense cause the damage to be repaired and the Fixed Minimum Rent and other charges due hereunder meanwhile shall be abated proportionately as to the portion of the Premises rendered untenantable until Landlord has restored the Premises. If the Premises shall be damaged or destroyed by a fire or other peril casualty not covered by Landlord's policies of fire and broad form extended coverage insurance and Landlord decides not to repair and restore the Premises, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within ninety (a “Casualty”), Tenant shall give Landlord notice 90) days from and after the occurrence of such Casualty as soon as reasonably possible after the Casualtydamage or destruction, to elect to terminate this Lease. Landlord shall have the right right, to elect whether be exercised by notice in writing, delivered to have such improvements rebuilt Tenant within thirty (30) days after any occurrence which renders the Premises wholly untenantable to terminate this Lease if said destruction of the Premises occurs within the last three (3) years of the original term or restoredthe last three (3) years of any renewal term hereof. In any of said events, the event that Landlord elects not to have termination shall take effect thirty (30) days after the improvements rebuilt or restored, receipt of such notice by Tenant and the nature of the Casualty is rent and other charges shall be payable through such as woulddate, absent such rebuilding or restoration, materially impair Tenant’s ability subject to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualtyproportional abatement. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding repairs or restoration reconstruction an amount in excess of the insurance proceeds actually collected recovered by Landlord on account it and allocable to the damage of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Premises after deduction therefrom of any amounts required to be paid to any Mortgagee. Landlord shall have not be liable for delays occasioned by adjustment of losses with insurance carriers or by any other cause so long as Landlord shall proceed in good faith. If Landlord is required to repair or reconstruct the right Premises pursuant to electthe provisions of this section, by giving written notice Landlord's obligation shall be limited to the construction of the Building shell. Tenant, at Tenant's expense, shall submit to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord for Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all 's approval plans and specifications for all other work not required to be done by Landlord and, upon approval of such rebuilding or restoration, shall be subject to review plans and approval by Landlord. In the event specifications and within fifteen (15) days after Tenant has been notified that Landlord makes has completed its work on the election Premises, Tenant shall reenter the Premises and therein diligently pursue to have Tenant rebuild or restore as provided in this clause (ii), completion such work at Tenant's expense and thereafter commence doing business all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds the provisions of insurance this Lease within forty-five (and accrued interest45) remaining days after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordsaid notice.

Total or Partial Destruction. (a) In It the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant without the fault of Tenant, but are not thereby rendered untenable in whole or in part, Landlord shall give Landlord notice at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, and the rent and other charges shall not be abated. If, by reason of such Casualty occurrence, the premises shall be rendered untenable only in part, Landlord shall at its own expense cause the damage, except to Tenants equipment and trade fixtures, to be repaired, but only to the extent of Landlord's original obligation to construct pursuant to Section 3.01, and the fixed minimum rent meanwhile shall be abated proportionately as soon as reasonably possible after to the Casualtyportion of the premises rendered untenable; provided however, If such damage shall occur during the last two (2) years of the term of this Lease (or of any renewal term). Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord's notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the improvements rebuilt or restoredgiving of such notice, If the premises shall be rendered wholly untenable by reason of such occurrence, the Landlord shall at Its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, but only to the extent of the Landlord's original obligation to construct pursuant to Section 3. 01, and the nature of fixed minimum rent meanwhile shall be abated in whole except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In Nothing in this Section shall be construed to permit the event that Landlord elects abatement in whole or in part of the percentage rent, nor charges for common area maintenance and real estate taxes attributable to have any period during which the improvements rebuilt or restoreddemised premises shall be in untenable condition, nor shall there be any abatement in these items nor the fixed minimum rent if such damage is caused by the fault of Tenant. Whenever the fixed minimum rent shall be abated pursuant to this Lease Section 16.01, such abatement shall remain in effect without reduction or abatement continue until the date which shall be the sooner to occur of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected fifteen (15) days after notice by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordhave been substantially repaired and restored, or (H) the date Tenant's business operations are restored in the entire Leased Premises.

Total or Partial Destruction. (a) In the event case of damage to or destruction of the improvements on the Real Property (including any Building Systems) are damaged or destroyed Premises by fire hurricane, fire, wind or other peril (a “Casualty”)casualty, Tenant shall give restore, repair, replace or rebuild the Premises as nearly as possible to the condition the Premises was in prior to such damage or destruction to the extent that Landlord notice of such Casualty as soon as reasonably possible after makes the Casualtyinsurance proceeds available for the same (the “Repairs”). Landlord shall have the right make available to elect whether Tenant any insurance proceeds which Landlord may receive as a result of such damage or destruction subject to have such improvements rebuilt controls over disbursement as Landlord or restored. In the event that Landlord elects not its mortgagee may deem necessary to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: insure (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially that the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord Repairs will be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. made properly; (ii) that adequate funds have been escrowed by Tenant to pay for any costs, expenses and repairs not covered by the insurance proceeds; (iii) that all contractors, subcontractors and suppliers will be paid in full; and (iv) that the Repairs will be made in conformity with plans and specifications approved by Landlord and in accordance with all applicable building codes, zoning ordinances and governmental laws and regulations. Notwithstanding the preceding clause above, if the damage or destruction shall occur within the six (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (126) months of the date end of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, Term and class if the cost of the Repairs as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held estimated by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach architect or contractor shall exceed the aggregate remaining amounts of Annual Minimum Rent due under this Lease, or in the event that the damage or destruction occurs anytime during the term of this Lease and the cost of the Repairs as estimated by Landlord or its architect or contractor in good faith, exceeds the aggregate remaining amounts of Annual Minimum Rent due under this Lease, then Tenant shall not be required to make the Repairs and either party may cancel this Lease. However, Landlord shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs entitled to all insurance proceeds on account of such reconstruction or repair, all subject destruction and damage. In no event will Tenant be relieved of its responsibility to pay rental and in accordance with reasonable terms, conditions, other sums due under this Lease because of casualty to the Premises. Tenant agrees to protect itself from possible casualty to the Premises and construction disbursement procedures specified its obligation to pay rent by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordobtaining adequate business interruption insurance.

Total or Partial Destruction. If the Leased Premises shall be damaged by fire, the elements, unavoidable accident or other casualty, without the fault of Tenant, but are not thereby rendered untenable in whole or in part, Landlord shall at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired, and the rent and other charges shall be abated. Repairs shall commence within ninety (a90) In days from receipt of insurance proceeds or commitment to fund from covered insurance provider. If by reason of such occurrence, the event Leased Premises shall be rendered untenable only in part, Landlord shall at its own expense cause the improvements on damage, except to Tenant’s equipment and trade fixtures, to be repaired within a reasonable period of time, but only to the Real Property condition in which the Leased Premises (including Improvements, if any) were originally delivered to Tenant as of the Trigger Date, and the Base Rent meanwhile shall be abated proportionately as to the portion of the Leased Premises rendered untenable. If such damage shall occur during the last year (1) years of the term of this Lease (or of any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”renewal term), either Landlord or Tenant shall give Landlord have the right, to be exercised by notice to the other within sixty (60) days after said occurrence, to elect not to repair such damage and to cancel and terminate this Lease effective as of a date stipulated in the notice, which shall not be later than thirty (30) days after the giving of such Casualty notice. If the Leased Premises shall be rendered wholly untenable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired, but only to the condition in which the Leased Premises (including Improvements) were originally delivered to Tenant as soon as reasonably possible after of the Casualty. Trigger Date, and the Base Rent meanwhile shall be abated in whole except that either Tenant or Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have reconstruct the improvements rebuilt or restoreddestroyed Leased Premises, and the nature of the Casualty is in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease There shall remain in effect without reduction or be no abatement of Rentthe Base Rent if such damage is caused by the gross negligence or intentional act of Tenant. Whenever the Base Rent shall be abated pursuant to this Section 15.1, and such abatement shall continue until the following provisions date which shall apply: be the sooner to occur of: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected fifteen (15) days after notice by Landlord on account of to Tenant that the Casualty, less the costs Leased Premises have been substantially repaired and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. restored; or (ii) Notwithstanding the preceding clause (i), Landlord shall have date Tenant’s business operations are restored in the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the entire Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire or other casualty covered by Landlord's policies of fire and broad form extended coverage insurance but are not thereby rendered untenantable in whole or in part, and provided sufficient funds are made available by Landlord's Mortgagee, Landlord shall at its own expense cause such damage to be repaired, and the improvements on rent shall not be abated. If by reason of such occurrence, the Real Property (including any Building Systems) are premises shall be rendered untenantable in whole or in part, Landlord shall at its own expense cause the damage to be repaired and the Fixed Minimum Rent and additional rent meanwhile shall be abated proportionately until Landlord has restored the premises as to the portion of the premises rendered untenantable. If the Leased Premises shall be damaged or destroyed by a fire or other peril (a “Casualty”)casualty not covered by Landlord's policies of fire and broad form extended coverage insurance, Tenant shall give which casualty renders the Premises untenantable in whole or in part, and Landlord notice of such Casualty as soon as reasonably possible after decides not to repair and restore the Casualty. premises, Landlord shall have the right to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after the occurrence of such damage or destruction, to elect whether to have such improvements rebuilt or restoredcancel and terminate this Lease. In the event that Landlord elects not to Either party shall have the improvements rebuilt or restoredright, to be exercised by notice in writing, delivered to the other within thirty (30) days from and after any occurrence which renders the premises wholly untenantable to cancel this Lease if said destruction of the premises occurs within the last three (3) years of the term hereof, said cancellation to take effect thirty (30) days from and after the receipt of such notice by the other party, and the nature of the Casualty is in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date aforesaid cancellation date, the rent to be adjusted as of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, date; provided, however, that if Landlord shall commence repairs or reconstruction of the destroyed premises during the period prior to the cancellation date, the tenancy shall remain in effect and said notice of cancellation shall be considered void. In no event shall Landlord be obligated to expend for any such rebuilding repair or restoration reconstruction pursuant to this Section 15.01 an amount in excess of the insurance proceeds actually collected recovered by Landlord on account of the Casualty, less the costs it and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior allocable to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject damage to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall after deduction therefrom of any amounts required to be paid to Landlord's Mortgagee. If Landlord is required to repair or reconstruct the Leased Premises pursuant to the provision of this Section 15.01, its obligation shall be limited to the building shell and other construction performed by Landlord pursuant to Exhibit "B" hereof. Landlord shall not be liable for delays occasioned by adjustment of losses with insurance carriers or by any other cause so long as Landlord shall proceed in good faith.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt Premises or restored, and the nature other parts of the Building shall be destroyed or so damaged by fire, explosion, windstorm or other casualty (“Casualty”) so as to be: a) rendered untenantable, Landlord may, at its election, either: i) terminate this Lease as of the date of Casualty is such by written notice thereof to Tenant within sixty (60) days following the date of Casualty, in which event all rent shall be apportioned on a per diem basis and paid by Tenant to the date of Casualty; or ii) proceed with all due diligence to repair, restore or rehabilitate the Premises or the Building, as wouldthe case may be, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used condition existing immediately prior to the Casualty, this Lease shall terminate effective as Casualty (“Restoration Work”) and to complete within 150 days of the date of the Casualty. In the , in which event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rentnot terminate, and rent shall equitably ▇▇▇▇▇ on a per diem basis during the following provisions period of Restoration Work to the extent that Tenant is denied use of the Premises by reasons of Restoration Work; Landlord shall apply: proceed with all due diligence to perform or cause Restoration Work to be performed and completed within (i90) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially days of the same condition, quality, and class as existed prior to date of the Casualty, using in which event rent shall ▇▇▇▇▇ in proportion to the proceeds non-usability of insurance covering such improvementsthe Premises during the period of Restoration Work; b) partially damaged but not rendered untenantable, providedLandlord shall proceed with all due diligence to perform or cause Restoration Work to be performed and complete within 150 days of the date of the Casualty, howeverin which event rent shall ▇▇▇▇▇ in proportion to the non-usability of the Premises during the period of Restoration Work; PROVIDED, HOWEVER, that if Casualty shall occur at any time during the last year of the term of this Lease, Landlord or Tenant shall have the right, at its election, to terminate this Lease as of the date of Casualty, by written notice thereof to the other within thirty (30) days following the date of Casualty. Notwithstanding the foregoing, in no event shall Landlord be obligated to expend be: a) responsible for any such rebuilding loss or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) damage incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i)Tenant or any other person, Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild firm or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable corporation by reason of goods, wares, merchandise, furniture, fixtures and equipment situated within Premises and damaged by reason of Casualty; b) liable or responsible for any Casualty under all applicable policies other damage incurred by Tenant by reason of insurance (whether Tenant is carrying such insuranceCasualty; or c) for any delays in Restoration Work caused by labor controversies, riots, acts of God, national emergencies, acts of a public enemy, governmental laws or regulations, inability to procure materials or labor, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord both, or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach any other cause beyond the control of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril casualty, without the fault of Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall, at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, but only to the extent of restoring the premises to their condition prior to the damage. The fixed minimum rent meanwhile shall be abated proportionately as to the portion of the Leased Premises rendered untenantable; provided, however, if such damage shall occur during the last two (a “Casualty”), Tenant shall give Landlord notice 2) years of such Casualty as soon as reasonably possible after the Casualty. term of this Lease (or of any renewal term) Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord's notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the giving of such notice. If the Premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, but only to the extent of restoring the Leased Premises to the condition as of the beginning of the term and before the construction of any Tenant improvements. Landlord shall not be responsible for insuring and restoring its property, fixtures and improvements, including the improvements rebuilt or restoredpartially financed by Landlord, and the nature of fixed minimum rent meanwhile shall be abated in whole, except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In Nothing in this Section shall be construed to permit the event that Landlord elects to have the improvements rebuilt abatement in whole or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess part of the insurance proceeds actually collected by Landlord on account of the Casualtypercentage rent, less the costs nor charges for common area maintenance and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right real estate taxes attributable to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in any period during which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid in untenantable condition, nor shall there be any abatement in these items nor the fixed minimum rent if such damage is caused by the fault of Tenant. Whenever the fixed minimum rent shall be abated pursuant to Landlordthis paragraph, such abatement shall continue until the date which shall be the sooner to occur of (i) fifteen (15) days after notice by Landlord to Tenant that the Leased Premises have been substantially repaired and restored, or (ii) the date Tenant's business operations are restored in the entire Leased Premises.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) Premises are wholly or partially damaged or destroyed by fire or other peril (a “Casualty”)Insurable Hazard, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have repair or replace the right Premises with reasonable diligence, subject to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, Article 17.1(d) and the nature consent of the Casualty is such as would, absent such rebuilding or restoration, materially impair TenantLandlord’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply:mortgagee. (ib) The Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord not be obligated to expend for any such rebuilding repair or restoration replacement an amount in excess of the insurance proceeds actually collected by recovered or recoverable as a result of such damage. The Tenant hereby assigns all of its proceeds of insurance on its property in the Premises other than its merchandise, to be paid to the Landlord on account of the Casualtycost of repair or replacement. In no event shall the Landlord be required to repair or replace any Fixtures in the Premises or the Tenant’s stock in trade, less trade fixtures, furnishings or items which are the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceedsresponsibility of the Tenant pursuant to this Lease. (iic) Notwithstanding If the preceding clause (i)casualty, Landlord repairing or rebuilding shall have render the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased PremisesPremises untenantable, in whole or in part, a proportionate abatement of the Rent shall be allowed from the date when the damage occurred until the date the Landlord substantially completes such work, said proportion to be computed on the basis of the relation which event Tenant shallthe Floor Area of the space rendered untenantable bears to the Floor Area of the Premises. (d) If any damage or destruction to the Premises or to the Market cannot, in the Landlord’s opinion, be repaired and restored with reasonable promptness, diligence within one hundred and in all events within twelve eighty (12180) months days of the date of Landlord’s election noticehappening of such damage or destruction, rebuild the Landlord may terminate this Lease and the tenancy hereby created by giving to the Tenant sixty (60) days written notice thereof and in the event of such termination, the Lease shall terminate and the Rent shall be adjusted as of the later of the date of the occurrence of such damage or restore such improvements the date the Tenant properly ceases to at least substantially conduct its business from the same condition, qualityPremises, and class as existed prior to the Casualty, using Tenant shall deliver up vacant possession of the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and Premises in accordance with reasonable terms, conditions, and construction disbursement procedures this Lease on the date specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after in the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordnotice.

Total or Partial Destruction. (a) In If the event Premises shall be damaged by fire or other casualty covered by Landlord's policies of fire and broad form extended coverage insurance but are not thereby rendered untenantable in whole or in part, subject to the improvements on limitations hereafter set forth, Landlord, at its own expense, shall cause such damage to be repaired, and the Real Property (including any Building Systems) are rent due hereunder shall not be abated. If, by reason of such occurrence, the Premises shall be rendered untenantable in whole or in part, subject to the limitations hereafter set forth, Landlord, at its own expense, shall cause the damage to be repaired and the Fixed Minimum Rent shall be abated proportionately as to the portion of the Premises rendered untenantable until the completion of Landlord's repairs thereto. If the Premises shall be damaged or destroyed by a fire or other peril (a “Casualty”)casualty not covered by Landlord's policies of fire and broad form extended coverage insurance and the Landlord, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after at its option, decides not to repair and restore the Casualty. Premises, Landlord shall have the right right, to elect whether be exercised by notice in writing delivered to have Tenant within sixty (60) days from and after the occurrence of such improvements rebuilt damage or restoreddestruction, to cancel and terminate this Lease. In the event that Landlord elects not to Either party shall have the improvements rebuilt or restoredright, to be exercised by notice in writing, delivered to the other within thirty (30) days from and after any occurrence which renders the Premises wholly untenantable to cancel this Lease, if said destruction of the Premises occurs within the last three (3) years of the Term, said cancellation to take effect ninety (90) days from and after the receipt of such notice by the other party, and in such event the nature of Lease and the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease tenancy hereby created shall terminate effective cease as of the aforesaid date (except that such cancellation shall not affect the obligations of the Casualty. In the event that Landlord elects to parties which have the improvements rebuilt or restored, this Lease shall accrued theretofore and remain in effect without reduction or abatement of Rent, unpaid) and the following provisions rent due hereunder shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore be adjusted as of such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, date; provided, however, that if Landlord shall commence repairs or reconstruction of the destroyed Premises during the period prior to the cancellation date, the tenancy shall remain in effect and said notice of cancellation shall be considered void. In no event shall Landlord be obligated to expend for any such rebuilding repairs or restoration reconstruction pursuant to this Section 14.01 an amount in excess of the insurance proceeds actually collected recovered by Landlord on account of and allocable to the Casualty, less damage to the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, after deducting therefrom Landlord's reasonable expenses in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and obtaining such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject any amounts required to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.'s Mortgagee (as defined in Section 16.02 below). Nothing in this Section 14.01 shall be construed to permit the abatement in whole or in part of the Percentage Rent, and the calculation of Percentage Rent shall be governed solely by Section 2.01 hereof. The provisions hereof are subject to the terms of Section 14.02

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt Premises or restored, and the nature other parts of the Building shall be destroyed or so damaged by fire, explosion, windstorm or other casualty (“Casualty”) so as to be: a) rendered untenantable, Landlord may, at its election, either: i) terminate this Lease as of the date of Casualty is such by written notice thereof to Tenant within sixty (60) days following the date of Casualty, in which event all rent shall be apportioned on a per diem basis and paid by Tenant to the date of Casualty; or ii) proceed with all due diligence to repair, restore or rehabilitate the Premises or the Building, as wouldthe case may be, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used condition existing immediately prior to the Casualty, this Lease shall terminate effective as Casualty (“Restoration Work”) and to complete within 150 days of the date of the Casualty. In the , in which event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rentnot terminate, and rent shall equitably ▇▇▇▇▇ on a per diem basis during the following provisions period of Restoration Work to the extent that Tenant is denied use of the Premises by reasons of Restoration Work; Landlord shall apply: proceed with all due diligence to perform or cause Restoration Work to be performed and completed within (i90) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially days of the same condition, quality, and class as existed prior to date of the Casualty, using in which event rent shall ▇▇▇▇▇ in proportion to the proceeds non-usability of insurance covering such improvementsthe Premises during the period of Restoration Work; b) partially damaged but not rendered untenantable, providedLandlord shall proceed with all due diligence to perform or cause Restoration Work to be performed and complete within 150 days of the date of the Casualty, howeverin which event rent shall ▇▇▇▇▇ in proportion to the non-usability of the Premises during the period of Restoration Work; PROVIDED, HOWEVER, that if Casualty shall occur at any time during the last year of the term of this Lease, Landlord or Tenant shall have the right, at its election, to terminate this Lease as of the date of Casualty, by written notice thereof to the other within thirty (30) days following the date of Casualty. Notwithstanding the foregoing, except for damages caused by Landlords negligence or willful misconduct, in no event shall Landlord be obligated to expend be: a) responsible for any such rebuilding loss or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) damage incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i)Tenant or any other person, Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild firm or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable corporation by reason of goods, wares, merchandise, furniture, fixtures and equipment situated within Premises and damaged by reason of Casualty; b) liable or responsible for any Casualty under all applicable policies other damage incurred by Tenant by reason of insurance (whether Tenant is carrying such insuranceCasualty; or c) for any delays in Restoration Work caused by labor controversies, riots, acts of God, national emergencies, acts of a public enemy, governmental laws or regulations, inability to procure materials or labor, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord both, or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach any other cause beyond the control of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant shall give Landlord notice without the fault of such Casualty as soon as reasonably possible after the Casualty. Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall have the right at its own expense cause such damage, except to elect whether Tenant's equipment and trade fixtures, to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restoredbe repaired, and the nature rent and other charges shall not be abated. Repairs shall commence within a reasonable period of time. If by reason of such occurrence, the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises shall be rendered untenantable only in substantially part, Landlord shall at its own expense cause the same manner as they were used prior damage, except to Tenant's equipment and trade fixtures, to be repaired within a reasonable period of time, but only to the Casualty, this Lease shall terminate effective as of condition in which the date of the Casualty. In the event that Landlord elects Leased Premises were originally delivered to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of RentTenant, and the following provisions Base Rent meanwhile shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class be abated proportionately as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess portion of the insurance proceeds actually collected by Landlord on account Leased Premises rendered untenantable. If such damage shall occur during the last two (2) years of the Casualty, less the costs and expenses term of this Lease (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (ior of any renewal term), Landlord shall have the right right, to elect, be exercised by giving written notice to TenantTenant within sixty (60) days after said occurrence, to have Tenant rebuild or restore the Leased Premises, elect not to repair such damage and to cancel and terminate this Lease effective as of a date stipulated in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election 's notice, rebuild or restore such improvements to at least substantially which shall not be earlier than thirty (30) days nor later than sixty (60) days after the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs giving of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgageenotice. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of If the Leased Premises shall be paid rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Landlord.Tenant's equipment and trade fixtures, to be repaired, but only to the condition in which the Leased Premises were originally delivered to Tenant, and the Base Rent meanwhile shall be abated in whole except that Landlord shall have the right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril casualty, without the fault of Tenant, but are not thereby rendered untenable in whole or in part, Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, and the rent and other charges shall not be abated. Repairs shall commence within a reasonable period of time. If by reason of such occurrence, the Leased Premises shall be rendered untenable only in part, Landlord shall at its own expense cause the damage, except to Tenant's equipment and trade fixtures, to be repaired within a reasonable period of time, but only to the condition in which the Leased Premises were originally delivered to Tenant, and the Base Rent meanwhile shall be abated proportionately as to the portion of the Leased Premises rendered untenable. If such damage shall occur during the last two (a “Casualty”2) years of the term of this Lease (or of any renewal term), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord's notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the improvements rebuilt or restoredgiving of such notice. If the Leased Premises shall be rendered wholly untenable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, but only to the condition in which the Leased Premises were originally delivered to Tenant, and the nature of Base Rent meanwhile shall be abated in whole except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed Leased Premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease There shall remain in effect without reduction or be no abatement of Rentthe Base Rent if such damage is caused by the fault of Tenant. Whenever the Base Rent shall be abated pursuant to this Section 15.1, and such abatement shall continue until the following provisions date which shall apply: be the sooner to occur of: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected fifteen (15) days after notice by Landlord on account of to Tenant that the Casualty, less the costs Leased Premises have been substantially repaired and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. restored; or (ii) Notwithstanding the preceding clause (i), Landlord shall have date Tenant's business operations are restored in the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the entire Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event premises shall be damaged by fire or other casualty covered by Landlord's policies of fire and broad form extended coverage insurance but are not thereby rendered untenantable in whole or in part, Landlord shall at its own expense cause such damage to be repaired, and the improvements on rent shall not be abated. If by reason of such occurrence, the Real Property (including any Building Systems) are premises shall be rendered untenantable in whole or in part, Landlord shall at its own expense cause the damage to be repaired and the fixed minimum rent meanwhile shall be abated proportionately as to the portion of the premises rendered untenantable until Landlord has restored the premises. If the premises shall be damaged or destroyed by a fire or other peril (a “Casualty”)casualty not covered by Landlord's policies of fire and broad form extended coverage insurance and the Landlord decides not to repair and restore the premises, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right right, to be exercised by notice in writing delivered to Tenant within ninety (90) days from and after the occurrence of such damage or destruction, to elect whether to terminate this Lease. Notwithstanding the previous terms of this Section 20.1 to the contrary, Landlord shall have the right, to be exercised by notice in writing, delivered to Tenant within thirty (30) days after any occurrence which renders the premises wholly or partially untenantable, to terminate this Lease if (a) said destruction of the premises occurs within the last two (2) years of the original term or the last two (2) years of any renewal term hereof, or (b) the Landlord's mortgagee requires Landlord to pay said mortgagee all or a portion of the insurance proceeds and the remainder of such improvements rebuilt or restoredproceeds is not sufficient to repair the damages to the premises. In any of said events, the event that Landlord elects not to have termination shall take effect thirty (30) days after the improvements rebuilt or restored, receipt of such notice by Tenant and the nature of the Casualty is rent and other charges shall be payable through such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualtydate. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding repairs or restoration reconstruction in an amount in excess of the insurance proceeds actually collected recovered by Landlord on account it and allocable to the damage of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason premises after deduction therefrom of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected amounts required to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.'s mortgagee. Landlord shall not be liable for delays occasioned by adjustment of losses with insurance carriers or by any other cause so long as Landlord shall

Total or Partial Destruction. (a) In If the event leased premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant shall give Landlord notice without the fault of such Casualty as soon as reasonably possible after the Casualty. Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall have the right at its own expenses cause such damage, except to elect whether Tenant’s equipment and trade fixtures, to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restoredbe repaired, and the nature rent and other charges shall not be abated. If by reason of such occurrence, the Casualty is such as wouldpremises shall be rendered untenantable only in part, absent such rebuilding or restorationLandlord shall at its own expense cause the damage, materially impair except to Tenant’s ability equipment and trade fixtures, to use and occupy such Leased Premises in substantially the same manner as they were used prior be repaired, but only to the Casualty, this Lease shall terminate effective as extent of the date of the Casualty. In the event that Landlord elects Landlord’s original obligation to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rentconstruct pursuant to Section 3.01, and the following provisions fixed minimum rent meanwhile shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class be abated proportionately as existed prior to the Casualty, using portion of the proceeds of insurance covering such improvements, premises rendered untenantable; provided, however, that in no event if such damage shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess occur during the last two (2) years of the insurance proceeds actually collected by Landlord on account term of the Casualty, less the costs and expenses this lease (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (ior of any renewal term), Landlord shall have the right to elect, be exercised by giving written notice to TenantTenant within sixty (60) days after said occurrence, to elect not to repair such damage and to cancel and terminate this lease effective as of a date stipulated in Landlord’s notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the giving of such notice. If the premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired, but only to the extent of the Landlord’s original obligation to construct pursuant to Section 3.01 and the fixed minimum rent meanwhile shall be abated in whole or in part except that Landlord shall have the right to be exercised by notice to Tenant rebuild or restore within sixty (60) days after said occurrence, to elect not to reconstruct the Leased Premises, in which event Tenant shall, with reasonable promptnessdestroyed premises, and in all events within twelve such event this shall be construed to permit the abatement in whole or in part of the charges for insurance, taxes and operating costs attributable to any period during which the demised premises shall be in untenantable condition, nor shall there be any abatement in these items nor the fixed minimum rent if such damage is caused by the fault of the Tenant. Whenever the fixed minimum rent shall be abated pursuant to this Section 15.01, such abatement shall continue until the date which shall be the sooner to occur of (12i) months fifteen (15) days after notice by Landlord to Tenant that the leased premises has been substantially repaired and restored, or (ii) the date Tenant’s business operations are restored in the entire leased premises. Notwithstanding the foregoing or anything else herein to the contrary, if the leased premises shall be damaged by fire, the elements, unavoidable accident or other casualty without the fault of Tenant and as a result either: (a) fifty (50%) or more of the of the leased premises are rendered untenantable thereby; or (b) the building of which the leased premises is a part is destroyed; then, if such damage or destruction shall occur during the last year of the term of this Lease (or any renewal term) Tenant shall have the right, to be exercised by notice to Landlord, to cancel and terminate this Lease effective as of the date of Landlordstipulated in Tenant’s election notice, rebuild or restore such improvements to at least substantially notice which shall not be earlier than thirty (30) days nor later than sixty (60) days after the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs giving of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordnotice.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) Premises are wholly or partially damaged or destroyed by fire or other peril (a “Casualty”)Insurable Hazard, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have repair or replace the right Premises with reasonable diligence, subject to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, Article 17.01(d) and the nature consent of the Casualty is such as would, absent such rebuilding or restoration, materially impair TenantLandlord’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply:mortgagee; (ib) The Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord not be obligated to expend for any such rebuilding repair or restoration replacement an amount in excess of the insurance proceeds actually collected by recovered or recoverable as a result of such damage. The Tenant hereby assigns all of its proceeds of insurance on its property in the Premises other than its merchandise, to be paid to the Landlord on account of the Casualtycost of repair or replacement. In no event shall the Landlord be required to repair or replace any Fixtures in the Premises or the Tenant’s stock in trade, less trade fixtures, furnishings or items which are the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds.responsibility of the Tenant pursuant to this Lease; (iic) Notwithstanding If the preceding clause (i)casualty, Landlord repairing or rebuilding shall have render the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased PremisesPremises untenantable, in whole or in part, a proportionate abatement of the Rent shall be allowed from the date when the damage occurred until the date the Landlord substantially completes such work, said proportion to be computed on the basis of the relation which event Tenant shallthe Floor Area of the space rendered untenantable bears to the Floor Area of the Premises; and (d) If any damage or destruction to the Premises or to the Building cannot, in the Landlord’s opinion, be repaired or restored with reasonable promptness, diligence within one hundred and in all events within twelve eighty (12180) months days of the date of Landlord’s election noticehappening of such damage or destruction, rebuild the Landlord may terminate this Lease and the tenancy hereby created by giving to the Tenant sixty (60) days written notice thereof and in the event of such termination, the Lease shall terminate and the Rent shall be adjusted as of the later of the date of the occurrence of such damage or restore such improvements the date the Tenant properly ceases to at least substantially conduct its business from the same condition, qualityPremises, and class as existed prior to the Casualty, using Tenant shall deliver up vacant possession of the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and Premises in accordance with reasonable terms, conditions, and construction disbursement procedures this Lease on the date specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after in the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordnotice.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) Premises are hereinafter damaged or destroyed or rendered unleasable for their accustomed use or the Permitted Use, by fire or other peril casualty under the coverage which LESSOR is obligated to carry under the terms of this Lease, LESSOR shall promptly repair same to substantially the condition which they were in as of the Rent Commencement Date, from the insurance proceeds it may receive (a “Casualty”exclusive of TENANT’S Work and other improvements, alterations, equipment and trade fixtures, stock in trade, fixtures, furniture, furnishings, carpeting, floor coverings, wall coverings, drapes, equipment, as well as all other items required to be insured by TENANT ), Tenant shall give Landlord notice and from the date of such Casualty casualty until the Premises are so repaired and restored, the Rent payable hereunder shall a▇▇▇▇ in such proportion as soon as reasonably possible after the Casualty. Landlord part of said Premises thus destroyed or rendered unusable bears to the total Premises; and PROVIDED FURTHER, that (a) if the Premises be damaged, destroyed, or rendered unleasable for their accustomed uses or the Permitted Use by fire or other casualty to the extent of more than fifty percent (50%) of the cost to replace the Premises during the last two (2) years of the original term of this Lease or its renewals or extensions, then either LESSOR or TENANT shall have the right to elect whether terminate this Lease effective as of the date of such casualty by giving to have the other, within thirty (30) Business Days after the happening of such improvements rebuilt or restored. In casualty, written notice of such termination, and (b) in the event the holder of any existing mortgage requires that Landlord elects not any insurance proceeds be applied to any indebtedness secured by the mortgage or deed of trust covering the Premises, LESSOR shall have the improvements rebuilt or restored, and the nature right to terminate this Lease by delivering written notice of the Casualty termination to TENANT. If any such notice is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualtygiven, this Lease shall terminate effective as of thirty (30) days after such notice, TENANT shall thereupon use all reasonable efforts to vacate and remove its property from the Premises, and LESSOR shall repay to TENANT any Rent theretofore paid in advance which was not earned at the effective date of such termination. This Lease sets forth the Casualty. In terms and conditions upon which this Lease may terminate in the event that Landlord elects to have the improvements rebuilt of any damage or restoreddestruction. Accordingly, this Lease shall remain in effect without reduction or abatement of Rentexcept as expressly provided herein, LESSOR and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for TENANT each hereby waives any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications provisions of applicable law that provide alternative rights for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the parties in the event that Landlord makes the election to have Tenant rebuild of damage or restore as provided in this clause (ii), all proceeds payable by reason destruction Lease AgreementPage 13 of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.23

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) are damaged Leased Premises shall be partially or totally destroyed by fire or other peril casualty insurable under full standard fire and extended risk insurance, so as to become partially or totally untenantable, the same (unless Landlord shall elect not to rebuild as hereinafter provided) shall be repaired and restored by and at the cost of Tenant , and Rent shall continue during such period of repair and restoration for the longer of six (6) months or the period for which Tenant's business interruption insurance makes payments to Tenant as a “Casualty”)result of such destruction and interruption of Tenant's business. Thereafter, a just and proportionate part of the rent, as provided for hereinafter, shall be abated until the Leased Premises are so restored. Landlord and Tenant agree to take all reasonable steps to make the proceeds of their respective casualty insurance coverages available to Tenant so that Tenant may fulfill its reconstruction obligations hereunder. Landlord and Tenant additionally agree to take all reasonable steps to mutually assure that the reconstruction proceeds so as not to lose the exclusive "Brew Pub" use that the Property enjoys pursuant to paragraph 2 of the Restrictions Agreement. If more than one-third (1/3) of the building in which the Leased Premises are located shall be destroyed or damaged by fire or other casualty, and if the unexpired portion of the term of this Lease shall be two (2) years or less at the date of the damage, then Landlord may elect not to repair or rebuild by giving written notice within thirty (30) days after such occurrence of its election to terminate this Lease; otherwise, Tenant shall give Landlord notice of commence and pursue such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right reconstruction diligently to elect whether to have such improvements rebuilt or restoredcompletion. In the event that Landlord elects not shall exercise the right heretofore given to have the improvements rebuilt or restoredterminate, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, then this Lease shall terminate effective cease as of the date of such damage or destruction, and all rent or other charges payable by Tenant shall be prorated to the Casualtydate of such damage or destruction. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease is not canceled, then the Rent shall remain in effect without reduction continue during such period of repair and restoration for the longer of six (6) months or abatement the period for which Tenant's business interruption insurance makes payments to Tenant as a result of Rentsuch destruction and interruption of Tenant's business. Thereafter, a just and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess proportionate part of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, rent shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of abated until the Leased Premises shall be paid to Landlordare so restored.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril casualty, without the fault of Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, and the rent and other charges shall not be abated. Repairs shall commence within a reasonable period of time. If by reason of such occurrence, the Leased Premises shall be rendered untenantable only in part, Landlord shall at its own expense cause the damage, except to Tenant's equipment and trade fixtures, to be repaired within a reasonable period of time, but only to the condition in which the Leased Premises were originally delivered to Tenant, and the Base Rent meanwhile shall be abated proportionately as to the portion of the Leased Premises rendered untenantable. If such damage shall occur during the last two (a “Casualty”2) years of the term of this Lease (or of any renewal term), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord's notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the improvements rebuilt or restoredgiving of such notice. If the Leased Premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant's equipment and trade fixtures, to be repaired, but only to the condition in which the Leased Premises were originally delivered to Tenant, and the nature of Base Rent meanwhile shall be abated in whole except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed Leased Premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease There shall remain in effect without reduction or be no abatement of Rentthe Base Rent if such damage is caused by the fault of Tenant. Whenever the Base Rent shall be abated pursuant to this Section 15.1, and such abatement shall continue until the following provisions date which shall apply: be the sooner to occur of: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected fifteen (15) days after notice by Landlord on account of to Tenant that the Casualty, less the costs Leased Premises have been substantially repaired and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. restored; or (ii) Notwithstanding the preceding clause (i), Landlord shall have date Tenant's business operations are restored in the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the entire Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In It is mutually agreed by and between the event Landlord and Tenant that if at any time after the execution hereof, the improvements on included with the Real Property (including any Building Systems) Demised Premises are destroyed or damaged by fire, the elements or destroyed by fire casualty, in whole or other peril (a “Casualty”)in part, this Lease shall not automatically terminate, but instead, the Tenant shall give notify Landlord notice in writing of such Casualty damage or destruction and shall surrender possession of the Demised Premises to Landlord and thereupon, Landlord may, at its option, terminate this Lease or replace the damaged improvements, giving to the Tenant space equal to the present leased space and of the same general type of construction or better, the same to be done as soon as reasonably possible after the Casualty. Landlord shall have insurance adjustments, but in no event later than ninety (90) days from the right to elect whether to have such improvements rebuilt or restoreddate of the receipt of said insurance adjustment. In the event that of total destruction as described above, if Landlord does not exercise its option to terminate this Lease, Tenant's rent shall completely abat▇ ▇▇▇m the date of such destruction until possession of the rebuilt Demised Premises is delivered to the Tenant. In the event of a partial destruction or damage whereby the Tenant shall be deprived of the occupancy of only a portion of the Demised Premises, if Landlord does not exercise its option to terminate this Lease, a proportionate allowance shall be made from the rent during such period, in the proportion which the number of square feet of the Demised Premises which the Tenant is deprived of by such damage or destruction and the making of repairs bears to the total square feet in the Demised Premises; and Landlord shall use its best efforts to repair such partial destruction or damage within one hundred twenty (120) days of its occurrence. If such total or partial destruction is due to the fault or neglect of Tenant, Tenant's employees, agents, visitors or licensees, then without prejudice to any other rights and remedies of Landlord and without prejudice to the rights of subrogation of Landlord's insurer, the damage shall be repaired by Landlord in the manner hereinbefore set forth; provided, however, there shall be no apportionment or abatement of rent; otherwise, the Landlord shall proceed diligently to rebuild said Demised Premises or repair damage thereto in compliance with its covenants herein. No penalty shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of the Landlord. Landlord's obligations to repair or rebuild shall be limited to a basic building and the replacement of any interior work which may have originally been installed at Landlord's cost according to this Lease. In the event Landlord elects not to have terminate the improvements rebuilt or restoredLease as provided above, and then the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective be terminated as of the date of damage and rent shall be adjusted to said date. Notwithstanding anything to the Casualty. In contrary contained herein, in the event that Landlord elects of total or partial destruction of the Demised Premises giving rise to Landlord's right to terminate this Lease, Tenant shall have the improvements rebuilt or restoredright, this Lease shall remain in effect without reduction or abatement but not the obligation, to exercise its option to purchase and receive an assignment of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of Landlord's insurance policy(ies) covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceedsDemised Premises. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire or other casualty covered by Landlords policies of fire and extended coverage insurance but are not thereby rendered untenantable in any part, Landlord, at its own expense, shall cause such damage promptly to be repaired, and the improvements on rent meanwhile shall be abated in accordance with the Real Property (including any Building Systems) are nature and proportion of the damage, until delivery of possession of the restored Leased Premises. If the Leased Premises shall be damaged or destroyed by a fire or other peril casualty not covered by Landlord's policies of fire and extended coverage insurance, or if said damage or destruction renders the Leased Premises untenantable, in whole or in part, then Landlord may, at its option, elect to repair such damage or destruction within one hundred and eighty (a “Casualty”), Tenant shall give Landlord notice 180) days after the occurence of such Casualty as soon as reasonably possible after damage or destruction. If Landlord does not elect to undertake such repairs, or is unable to complete such repairs within the Casualty. Landlord time period specified, then either party hereto shall have the right right, to elect whether be exercised by notice in writing delivered to have such improvements rebuilt or restored. In the event that Landlord elects other party within thirty (30) days from and after either Landlord's election not to have repair or the improvements rebuilt or restoredexpiration of such 180-day period, as applicable, to cancel this Lease, said cancellation to take effect thirty (30) days from and after the delivery of such notice, and in such event this Lease and the nature tenancy hereby created shall cease as of the Casualty is such as wouldaforesaid cancellation date, absent such rebuilding or restoration, materially impair Tenant’s ability the rent to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective be adjusted as of the date of the Casualtydelivery of said notice. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding repairs, restoration or restoration reconstruction pursuant to this Paragraph an amount in excess of the insurance proceeds actually collected recovered by Landlord on account it and allocable to the damage to the Leased Premises after deduction therefrom of the Casualty, less the costs and Landlord's reasonable expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting obtaining such proceeds. (iib) Landlord's obligation to repair, restore or reconstruct the Leased Premises pursuant to the provisions of this Paragraph shall be limited to the Building shell and any improvements originally constructed in or on the Leased Premises by Landlord or contained therein prior to the commencement of the Lease Term. Tenant, at Tenant's expense, shall perform all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Leased Premises and commence doing business in accordance with the provisions of this Lease. Landlord shall not be liable for delays occasioned by adjustment or losses with insurance carriers or by any other cause so long as Landlord shall proceed in good faith. Landlord shall not be liable to Tenant for any loss, direct or indirect, in business revenues sustained by Tenant as a result of said repair, restoration or reconstruction or delays in completing said repairs, restoration or reconstruction. (c) Notwithstanding anything set forth herein to the preceding clause (i)contrary, Landlord Tenant shall have be responsible for all repairs and replacements of damage and/or destruction of the right to electLeased Premises necessitated by burglary or attempted burglary, by giving written notice to Tenant, to have Tenant rebuild or restore any other illegal or forcible entry into the Leased Premises, in which event damage and/or destruction is the direct and immediate result of an actual or attempted illegal or forcible entry into the Leased Premises. (d) Tenant shallcovenants that it will make good faith attempts to contact Landlord by telephone and by letter sent by regular mail within the time period specified herein to give notice to Landlord of any accident or damage, with reasonable promptnessother than normal wear and tear, and in all events whether such damage is caused by insured or uninsured casualty, occurring in, on or about the Leased Premises within twelve twenty-four (1224) months hours after Tenant has or should have had knowledge of the date occurrence of Landlord’s election notice, rebuild such accident or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvementsdamage. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have If Tenant rebuild or restore as provided breaches its covenant set forth in this clause subparagraph (iid), Landlord (unless it otherwise has knowledge of the occurrence of such accident or damage), in addition to all proceeds payable by reason of any Casualty other rights and remedies under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall at law or in equity shall, at Landlord's option, be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress relieved of construction for the costs any of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord's obligations under this paragraph.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt Premises or restored, and the nature other parts of the Building shall be destroyed or so damaged by fire, explosion, windstorm or other casualty ("Casualty") so as to be: a) rendered untenantable, Landlord may, at its election, either: i) terminate this Lease as of the date of Casualty is such by written notice thereof to Tenant within forty-five (45) days following the date of Casualty, in which event all rent shall be apportioned on a per diem basis and paid by Tenant to the date of Casualty; or ii) proceed with all due diligence to repair, restore or rehabilitate the Premises or the Building, as wouldthe case may be, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used condition existing immediately prior to the Casualty, this Lease shall terminate effective as Casualty ("Restoration Work") and to complete within 150 days of the date of the Casualty. In the , in which event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rentnot terminate, and rent shall equitably ▇▇▇▇▇ on a per diem basis during the following provisions period of Restoration Work to the extent that Tenant is denied use of the Premises by reasons of Restoration Work; Landlord shall apply: proceed with all due diligence to perform or cause Restoration Work to be performed and completed within (i90) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially days of the same condition, quality, and class as existed prior to date of the Casualty, using in which event rent shall ▇▇▇▇▇ in proportion to the proceeds non-usability of insurance covering such improvementsthe Premises during the period of Restoration Work; b) partially damaged but not rendered untenantable, providedLandlord shall estimate the amount of time it will take to restore the Premises and shall proceed with all due diligence to perform or cause Restoration Work to be performed and complete within 150 days of the date of the Casualty, howeverin which event rent shall ▇▇▇▇▇ in proportion to the non-usability of the Premises during the period of Restoration Work; PROVIDED, HOWEVER, that if Casualty shall occur at any time during the last year of the term of this Lease, Landlord or Tenant shall have the right, at its election, to terminate this Lease as of the date of Casualty, by written notice thereof to the other within thirty (30) days following the date of Casualty. Notwithstanding the foregoing, except for a casualty caused by Landlord's negligent acts or omissions or willful misconduct, in no event shall Landlord be obligated to expend be: a) responsible for any such rebuilding loss or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) damage incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i)Tenant or any other person, Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild firm or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable corporation by reason of goods, wares, merchandise, furniture, fixtures and equipment situated within Premises and damaged by reason of Casualty; b) liable or responsible for any Casualty under all applicable policies other damage incurred by Tenant by reason of insurance (whether Tenant is carrying such insuranceCasualty; or c) for any delays in Restoration Work caused by labor controversies, riots, acts of God, national emergencies, acts of a public enemy, governmental laws or regulations, inability to procure materials or labor, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord both, or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach any other cause beyond the control of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In If the event Premises should be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. but are not thereby rendered untenantable in whole or in part, Landlord shall have the right cause such damage to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of be repaired within 180 days from the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt damage or restored, this Lease shall remain in effect without reduction or abatement of Rentcasualty, and the following provisions rental shall apply: not be abated. If by reason of such occurrence, the Premises shall be rendered untenantable only in part, Landlord shall cause the damage to be repaired within 180 days from the date of the damage or casualty, or if the damage cannot be repaired within said 180 days, Landlord shall commence to repair the damage within such 180-day period and diligently pursue the repairs to completion, and the rental meanwhile shall be fairly and proportionately abated as to the portion of the Premises rendered untenantable thereby. If the Premises shall be rendered wholly untenantable by reason of such occurrence, Landlord may elect to either diligently pursue repairs of such damage, and until the Premises have been restored and rendered tenantable, the rental shall ▇▇▇▇▇, or alternatively Landlord may terminate this Lease and the tenancy hereby created by giving to Tenant written notice within thirty (30) days from the date of such damage or casualty. Landlord’s obligation to repair under this Section 17.01 (i) Landlord shall, with reasonable promptness rebuild or restore such improvements is expressly limited to at least substantially the same condition, qualityextent of any insurance proceeds paid to and received by Landlord, and class as existed prior (ii) shall at all times be subject to obtaining all necessary approvals from all applicable governmental entities, and the holder of any Mortgage, and is further subject to the Casualty, using willingness of such holder to make the proceeds of casualty insurance covering policies available to Landlord for such improvements, provided, however, that in no event repairs or restoration. Landlord shall Landlord not be obligated to expend liable for any such rebuilding or restoration an amount in excess delay that is beyond the reasonable control of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the repair and restoration or reconstruction of the Leased Premises. Landlord shall use said proceeds to restore the Premises shall be paid to Landlordthe condition it was in following completion by Tenant of its leasehold improvements, and in such event.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) Premises are partially damaged or destroyed by fire or other peril (a “Casualty”)perils covered by extended coverage insurance, Landlord agrees to forthwith repair same, and this lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the Base Rent from the date of damage and while such repairs are being made, such proportionate reduction to be based upon the portion of the Premises rendered untenantable during repairs. If the damage is due to the fault or neglect of Tenant or its employees, there shall be no abatement of rent. (a) to repair or restore such damage, this lease continuing in full force and effect, but the Base Rent to be proportionately reduced as hereinabove provided or (b) to give Landlord notice to Tenant at any time within thirty (30) days after such damage, terminating this lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such Casualty as soon as notice. Provided, however, the landlord may not elect to terminate this Lease unless the necessary repairs cannot reasonably possible after be made within a period of ninety (90) days or less, or unless the Casualty. Landlord cost of repairing such damage shall have equal or exceed sixty percent (60%) of fair replacement value of the right Premises immediately prior to elect whether to have such improvements rebuilt damage (provided this sentence shall not apply if two years or restoredless remain in the lease term, or if then in a renewal term, the renewal term). In the event that Landlord elects not to have the improvements rebuilt or restoredof giving such notice, this lease shall expire and the nature all interest of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Tenant in the Premises in substantially shall terminate on the same manner as they date which the Premises were used prior rendered untenantable. Notwithstanding anything to the Casualtycontrary, this Lease landlord's obligation to rebuild shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior be limited to the Casualtyproceeds actually received by the Landlord under any casualty insurance policy or policies, using if any, which have not been required to be applied towards the proceeds reduction of insurance any indebtedness secured by a mortgage covering such the Premises. Landlord shall not be required to make any repairs or replacements of any leasehold improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurancefixtures, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach other personal property of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to LandlordTenant.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant Sublessee shall give Landlord Sublessor notice of such Casualty as soon as reasonably possible after the Casualty. Landlord Sublessor shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord Sublessor elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair TenantSublessee’s ability to use and occupy such Leased Subleased Premises in substantially the same manner as they were used prior to the Casualty, this Lease Sublease shall terminate effective as of the date of the Casualty. In the event that Landlord Sublessor elects to have the improvements rebuilt or restored, this Lease Sublease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord Sublessor shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord Sublessor be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord Sublessor on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord Sublessor in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord Sublessor shall have the right to elect, by giving written notice to TenantSublessee, to have Tenant Sublessee rebuild or restore the Leased Subleased Premises, in which event Tenant Sublessee shall, with reasonable promptness, and in all events within twelve (12) months of the date of LandlordSublessor’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by LandlordSublessor. In the event that Landlord Sublessor makes the election to have Tenant Sublessee rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant Sublessee is carrying such insurance, or Landlord Sublessor has elected to do so as provided in this LeaseSublease) shall be paid to Landlord Sublessor or its mortgagee, and such proceeds will be held by Landlord Sublessor or its mortgagee in an interest-bearing account and, provided Tenant Sublessee is not in breach of this LeaseSublease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord Sublessor (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord Sublessor and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Subleased Premises shall be paid to LandlordSublessor. (b) In the event of any loss or destruction of or damage to any of the Subleased Personal Property, Sublessee shall, unless Sublessor elects to retain any proceeds of insurance allocable to such Subleased Personal Property, be responsible for the repair and replacement of such lost, destroyed, or damaged Subleased Personal Property, with the restored or replacement items of at least equivalent condition, quality, class, and value to the item(s) of Subleased Personal Property prior to such loss, destruction, or damage. All proceeds payable under all applicable policies of insurance by reason of any loss or destruction of or damage to any Subleased Personal Property shall be paid to Sublessor. Unless Sublessor elects to retain such proceeds of insurance allocable to such Subleased Personal Property, such proceeds will be held by Sublessor in an interest-bearing account and, provided Sublessee is not in breach of this Sublease, shall be made available for such repair or replacement, and shall be paid out by Sublessor from time to time during the progress of the repair or replacement for the reasonable costs of such repair or replacement, all subject to and in accordance with reasonable terms, conditions, and disbursement procedures specified by Sublessor. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the repair or replacement of such Subleased Personal Property shall be paid to Sublessor. There shall be no abatement or reduction of Rent on account of any such loss, destruction, or damage. (c) Sublessee shall be responsible for all insurance deductibles applicable to any Casualty affecting any of the improvements on the Real Property (including Building Systems), and for all insurable deductibles applicable to any loss or destruction of or damage to any of the Subleased Personal Property. (d) The provisions of this Section shall be subject and subordinate to the provisions of any mortgage now or hereafter placed upon the Real Property and the requirements of any mortgagee holding such mortgage. The provisions of this Section shall also be subject and subordinate to the provisions of any security agreement now or hereafter affecting the Subleased Personal Property and the requirements of any secured party holding the security interest under such security instrument.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) Leased Premises are damaged by elements or destroyed by fire or other peril casualty not due to Tenant's negligence, Landlord shall repair the damage, but rent shall not be abated unless the premises are thereby rendered untenantable in whole or part; if rendered untenantable in part, rent shall be abated in proportion to the part rendered untenantable; if rendered wholly untenantable, the entire rent shall be abated. If Landlord's repairs shall not cause the Leased Premises to be rendered tenantable within sixty (a “Casualty”)60) days of the date of such occurrence, Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, terminate this Lease shall terminate effective as of the date of the Casualtyoccurrence, by written notice to Landlord within sixty (60) days thereafter and in such case the rent shall be adjusted as of the termination date. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i)Leased Premises are rendered wholly untenantable, Landlord shall have the right to electterminate this Lease as of the date of the occurrence, by giving written notice to TenantTenant within sixty (60) days thereafter and in such case the rent shall be adjusted as of the termination date, to have Tenant rebuild and Landlord need not repair or restore the premises. (b) If the Building shall be substantially damaged by the elements, fire, or other casualty in a manner so as to substantially affect the use of or access to the Leased Premises, in which event both Landlord and Tenant shallshall have the right by written notice to the other party within sixty (60) days after said occurrence, with reasonable promptness, to terminate this Lease (unless terminated pursuant to the above paragraph) and in all events within twelve (12) months such event this Lease shall end as of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially notice and the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, rent shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlordadjusted accordingly.

Total or Partial Destruction. (a) In If the event Leased Premises shall be damaged by fire, the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire elements, unavoidable accident or other peril (a “Casualty”)casualty, Tenant without the fault of Tenant, but are not thereby rendered untenable in whole or in part, Landlord shall give Landlord notice at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired, and the rent and other charges shall not be abated. If, by reason of such Casualty occurrence, the Leased Premises shall be rendered untenable only in part, Landlord shall at its own expense cause the damage, except to Tenant’s equipment and trade fixtures, to be repaired, but only to the extent of Landlord’ s original obligation to construct pursuant to Section 3.01, and the Monthly Base Rent meanwhile shall be abated proportionately as soon as reasonably possible after to the Casualtyportion of the Leased Premises rendered untenable; provided however, if such damage shall occur during the last two (2) years of the Term of this Lease (or of any renewal term). Landlord shall have the right right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have repair such damage and to cancel and terminate this Lease effective as of a date stipulated in Landlord’s notice, which shall not be earlier than thirty (30) days nor later than sixty (60) days after the improvements rebuilt or restoredgiving of such notice. If the Leased Premises shall be rendered wholly untenable by reason of such occurrence, the Landlord shall at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired, but only to the extent of the Landlord’s original obligation to construct pursuant to Section 3. 01, and the nature of Monthly Base Rent meanwhile shall be abated in whole except that Landlord shall have the Casualty is right, to be exercised by notice to Tenant within sixty (60) days after said occurrence, to elect not to reconstruct the destroyed premises, and in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In Nothing in this Section shall be construed to permit the event that Landlord elects to have the improvements rebuilt abatement in whole or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess part of the insurance proceeds actually collected by Landlord on account of percentage rent, nor charges for Common Area Maintenance and real estate taxes attributable to any period during which the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the demised Leased Premises shall be paid in untenable condition, nor shall there be any abatement in these items nor the Monthly Base Rent if such damage is caused by the fault of Tenant. Whenever the Monthly Base Rent shall be abated pursuant to Landlordthis Section 15.01, such abatement shall continue until the date which shall be the sooner to occur of (i) fifteen (15) days after notice by Landlord to Tenant that the Leased Premises have been substantially repaired and restored, or (ii) the date Tenant’s business operations are restored in the entire Leased Premises.

Total or Partial Destruction. (a) In the event the improvements on Building and/or the Real Property (including any Building Systems) are Premises is damaged or destroyed by fire or other peril perils covered by Landlord’s insurance, Landlord shall: (a “Casualty”)i) In the event of total destruction, Tenant shall give Landlord notice of such Casualty at Landlord’s option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or within sixty (60) days after such damage, elect not to so repair, reconstruct or restore the Casualtybuilding and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall have the right to elect whether to have such improvements rebuilt or restoredgive Tenant written notice of its intention within said sixty (60) day period. In the event that Landlord elects not to have restore the improvements rebuilt or restoredbuilding, and and/or the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the CasualtyPremises, this Lease shall terminate effective be deemed to have terminated as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceedstotal destruction. (ii) Notwithstanding In the preceding clause event of partial destruction of the Building and/or the Premises, to an extent not exceeding twenty-five percent (i25%) of the full insurable value thereof, and if the damage thereto is such that the Building and/or the Premises may be repaired, reconstructed or restored within a period of ninety (90) days from the date of the happening of such casualty, and if Landlord will receive insurance proceeds sufficient to cover the cost of such repairs, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than ninety (90) days or exceeds twenty-five percent (25%) of the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore and the Lease shall then terminate. Under any of the conditions of this Section 9.01 (a)(ii), Landlord shall have the right to elect, by giving give written notice to TenantTenant of its intention within sixty (60) days after such partial destruction. In the event Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such partial destruction. (b) Upon any termination of this Lease under any of the provisions of this Section 9.01, the parties shall be released without further obligation to the other from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rental payable under this Lease shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or restoration; provided that there shall be no abatement of rent if such damage is the result of Tenant’s negligence or intentional wrongdoing. Tenant rebuild shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Section 9.01. Notwithstanding anything to the contrary contained in this Section 9.01, if Landlord is delayed or prevented from repairing or restoring the damaged Premises within one (1) year after the occurrence of such damage or destruction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord, at its option, may terminate this Lease, whereupon Landlord shall be relieved of its obligation to make such repairs or restoration and Tenant shall be released from its obligations under this Lease as of the end of said one year period. (d) If damage is due to any cause other than fire or other peril covered by extended coverage insurance, Landlord may elect to terminate this Lease. (e) If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the Building and the Premises which were originally provided at Landlord’s expense, and the repair and restoration of items not provided at Landlord’s expense shall be the obligation of Tenant. (f) Notwithstanding anything to the contrary contained in this Section 9.01, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within Premises when the damage resulting from any casualty covered under this Section 9.01 occurs during the last twelve (12) months of the date Term of Landlord’s election noticethis Lease or any extension hereof. (g) To the extent inconsistent with the express provisions of this Section 9.01, rebuild Landlord and Tenant hereby waive the provisions of any statutes or restore such improvements to at least substantially the same condition, quality, and class as existed prior court decisions which relate to the Casualty, using the proceeds abatement or termination of insurance covering leases when leased property is damaged or destroyed and agree that such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, event shall be subject to review and approval exclusively governed by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach terms of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) Premises are partially damaged or destroyed by fire or other peril (a “Casualty”)perils covered by extended coverage insurance such that the portion of the Premises damaged can be repaired within 60 days and that Tenant may continue to conduct its business therein without disruption, Landlord agrees to forthwith repair same, and this lease shall remain in full force and effect, except that Tenant shall give Landlord notice be entitled to a proportionate reduction of the Base Rent from the date of damage and while such Casualty as soon as reasonably possible after repairs are being made, such proportionate reduction to be based upon the Casualtyportion of the Premises rendered untenantable during repairs. Landlord If the damage is due to the intentional act of Tenant or its employees, there shall have the right to elect whether to have such improvements rebuilt or restoredbe no abatement of rent. In the event that the Premises are damaged as a result of fire or other cause thereby rendering the Premises wholly untenantable, then Landlord elects not shall promptly repair or restore such damage, this lease continuing in full force and effect, but the Base Rent to have the improvements rebuilt or restored, and the nature of the Casualty is such be proportionately reduced as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior hereinabove provided unless either party shall give notice to the Casualtyother at any time within thirty (30) days after such damage, terminating this Lease shall terminate effective lease as of the date specified in such notice, which date shall be no more than thirty (30) days after the giving of such notice. Provided, however, a party may not elect to terminate this Lease unless the necessary repairs cannot reasonably be made within a period of ninety (90) days or less, or unless the cost of repairing such damage shall equal or exceed sixty percent (60%) of fair replacement value of the CasualtyPremises immediately prior to such damage (provided this sentence shall not apply if one year or less remain in the lease term or, if then in a renewal term, the renewal term). In the event that Landlord elects to have the improvements rebuilt or restoredof giving such notice, this Lease lease shall remain expire and all interest of the Tenant in effect without reduction the Premises shall terminate on the date which the Premises were rendered untenantable. Landlord shall not be required to make any repairs or abatement replacements of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such any leasehold improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurancefixtures, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach other personal property of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to LandlordTenant.

Total or Partial Destruction. (a) In If the event the improvements on the Real Property (including any Building Systems) are damaged Leased Premises shall be partially or totally destroyed by fire or other peril casualty insurable under full standard fire and extended risk insurance, so as to become partially or totally untenantable, the same (unless Landlord shall elect not to rebuild as hereinafter provided) shall be repaired and restored by and at the cost of Tenant, and Rent shall continue during such period of repair and restoration for the longer of six (6) months or the period for which Tenant's business interruption insurance makes payments to Tenant as a “Casualty”)result of such destruction and interruption of Tenant's business. Thereafter, a just and proportionate part of the rent, as provided for hereinafter, shall be abated until the Leased Premises are so restored. Landlord and Tenant agree to take all reasonable steps to make the proceeds of their respective casualty insurance coverages available to Tenant so that Tenant may fulfill its reconstruction obligations hereunder. Landlord and Tenant additionally agree to take all reasonable steps to mutually assure that the reconstruction proceeds so as not to trigger the "Developer's Right to Purchase" under Section 2.6 of the Restrictive Agreement. If more than one-third (1/3) of the building in which the Leased Premises are located shall be destroyed or damaged by fire or other casualty, and if the unexpired portion of the term of this Lease shall be two (2) years or less at the date of the damage, then Landlord may elect not to repair or rebuild by giving written notice within thirty (30) days after such occurrence of its election to terminate this Lease; otherwise, Tenant shall give Landlord notice of commence and pursue such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right reconstruction diligently to elect whether to have such improvements rebuilt or restoredcompletion. In the event that Landlord elects not shall exercise the right heretofore given to have the improvements rebuilt or restoredterminate, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, then this Lease shall terminate effective cease as of the date of such damage or destruction, and all rent or other charges payable by Tenant shall be prorated to the Casualtydate of such damage or destruction. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease is not canceled, then the Rent shall remain in effect without reduction continue during such period of repair and restoration for the longer of six (6) months or abatement the period for which Tenant's business interruption insurance makes payments to Tenant as a result of Rentsuch destruction and interruption of Tenant's business. Thereafter, a just and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess proportionate part of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, rent shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of abated until the Leased Premises shall be paid to Landlordare so restored.

Total or Partial Destruction. If the Premises shall be damaged by fire, the elements, unavoidable accident or other casualty, without the fault of Tenant, but are not thereby rendered untenantable in whole or in part, Landlord shall, to the extent of available insurance proceeds, cause such damages, except to Tenant’s equipment and trade fixtures, to be repaired, and the Rent and other charges payable by Tenant hereunder shall not be abated. If by reason of such occurrence, the Premises shall be rendered untenantable only in part, Landlord shall, to the extent of available insurance proceeds, cause the damage, except to Tenant’s equipment and trade fixtures, to be repaired, and the Base Rent meanwhile shall be abated proportionately as to the portion of the Premises rendered untenantable. With respect to partial destruction, Landlord shall promptly procure necessary plans and materials necessary to obtain a building permit to complete reconstruction, apply for and obtain such building permit, and commence construction within one hundred eighty (a180) In days following the date of partial destruction, subject to a reasonable extension in the event the improvements on building permit is delayed due to the Real Property action or inaction of the issuing agency and shall complete repairs and restoration of the Premises to a condition substantially the same as the condition of the Premises prior to the damage within one hundred eighty (including any Building Systems180) are damaged or destroyed days after commencement. If the Premises shall be rendered wholly untenantable by fire or other peril (a “Casualty”), Tenant shall give Landlord notice reason of such Casualty occurrence, Landlord shall at its own expense cause such damage, except to Tenant’s equipment and trade fixtures, to be repaired and the Base Rent meanwhile shall be abated in whole. Landlord’s obligations to repair pursuant to this Section apply and extend only to the extent of Landlord’s original obligation to construct, as soon as reasonably possible after defined in this Lease. If fifty percent (50%) of more of the Casualty. Premises are rendered untenantable, then Landlord shall have the right right, to be exercised by notice in writing delivered to Tenant within sixty (60) days after said occurrence, to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have reconstruct the improvements rebuilt or restoreddestroyed Premises, and the nature of the Casualty is in such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, event this Lease and the tenancy hereby created shall terminate effective cease as of the date of the Casualtysaid occurrence. In the event During any period that Landlord elects to have the improvements rebuilt Base Rent is abated in whole or restoredpart under this Section or Section 15.01, Additional Rent shall likewise be abated. If this Lease is terminated under this Section, all Deposits and other sums due under this Lease shall remain in effect without reduction or abatement be promptly refunded to Tenant after payment of Rentall accrued but unpaid rents, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess if any. For purposes of the insurance proceeds actually collected by Landlord on account of Article XIV and Article XV below, the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.term “

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: : (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.

Total or Partial Destruction. (a) In the event the improvements on the Real Property (including any Building Systems) are damaged or destroyed by fire or other peril (a “Casualty”), Tenant shall give Landlord notice of such Casualty as soon as reasonably possible after the Casualty. Landlord shall have the right to elect whether to have such improvements rebuilt or restored. In the event that Landlord elects not to have the improvements rebuilt or restored, and the nature of the Casualty is such as would, absent such rebuilding or restoration, materially impair Tenant’s ability to use and occupy such Leased Premises in substantially the same manner as they were used prior to the Casualty, this Lease shall terminate effective as of the date of the Casualty. In the event that Landlord elects to have the improvements rebuilt or restored, this Lease shall remain in effect without reduction or abatement of Rent, and the following provisions shall apply: (i) Landlord shall, with reasonable promptness rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements, provided, however, that in no event shall Landlord be obligated to expend for any such rebuilding or restoration an amount in excess of the insurance proceeds actually collected by Landlord on account of the Casualty, less the costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in collecting such proceeds. (ii) Notwithstanding the preceding clause (i), Landlord shall have the right to elect, by giving written notice to Tenant, to have Tenant rebuild or restore the Leased Premises, in which event Tenant shall, with reasonable promptness, and in all events within twelve (12) months of the date of Landlord’s election notice, rebuild or restore such improvements to at least substantially the same condition, quality, and class as existed prior to the Casualty, using the proceeds of insurance covering such improvements. The selection of all engineers, architects, and contractors engaged in connection with such rebuilding or restoration and all plans and specifications for such rebuilding or restoration, shall be subject to review and approval by Landlord. In the event that Landlord ▇▇▇▇▇▇▇▇ makes the election to have Tenant rebuild or restore as provided in this clause (ii), all proceeds payable by reason of any Casualty under all applicable policies of insurance (whether Tenant is carrying such insurance, or Landlord has elected to do so as provided in this Lease) shall be paid to Landlord or its mortgagee, and such proceeds will be held by Landlord or its mortgagee in an interest-bearing account and, provided Tenant is not in breach of this Lease, shall be made available for rebuilding or restoring the improvements, and shall be paid by Landlord (or such mortgagee) from time- to-time during the progress of construction for the costs of such reconstruction or repair, all subject to and in accordance with reasonable terms, conditions, and construction disbursement procedures specified by Landlord and/or such mortgagee. Any excess proceeds of insurance (and accrued interest) remaining after the completion of the restoration or reconstruction of the Leased Premises shall be paid to Landlord.