Common use of Casualty Restoration Clause in Contracts

Casualty Restoration. In the event of total or partial destruction of the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the improvements as were originally required to be made by Landlord pursuant to the Workletter. Rent shall proportionately xxxxx during the time that the Building or part thereof is unusable or inaccessible because of any such damage. Within sixty (60) days after such casualty, Landlord shall deliver to Tenant written notice (the “Casualty Notice”) setting forth Landlord’s reasonable estimate for substantial completion of the required restoration and repair work. If the Casualty Notice provides that the Leased Premises is destroyed to the extent that it cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date, then either Landlord or Tenant may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. In the event Landlord elects to terminate this Lease, Tenant shall have the right to reject Landlord’s termination in which case the Lease shall remain in full force and effect; provided, however, if the remaining Lease Term following Landlord’s estimated completion date is less than five (5) years, the Lease Term shall be automatically extended as follows: Tenant may elect to either (x) exercise a remaining option to extend the Lease Term pursuant to Section 17.01 below, in which case any right to retract its exercise of an option to extend set forth in Section 17.01 shall be null and void and the applicable Extension Term shall commence upon the expiration of the preceding term, or (y) keep any remaining options to extend (if any) unaffected by the casualty, in which case the Lease Term shall be extended to the last day of the fifth (5th) year following Landlord’s substantial completion of the restoration and repair work in connection with such casualty, and the Minimum Annual Rent per square foot for any resulting extension term shall be an amount equal to one hundred two percent (102%) of the Minimum Annual Rent per square foot for the period immediately preceding such extension term for the first twelve (12) months of such extension term, with an increase of two percent (2%) for each successive twelve (12) month period of such extension term.

Casualty Restoration. (i) In the event of total any damage to or partial destruction of the Leased Premises by fire Mortgaged Property, Mortgagor shall give prompt written notice to Mortgagee (which notice shall set forth Mortgagor's good faith estimate of the cost of repairing or other casualtyrestoring such damage or destruction, Landlord agrees or if Mortgagor cannot reasonably estimate the anticipated cost of restoration, Mortgagor shall nonetheless give Mortgagee prompt notice of the occurrence of such damage or destruction, and will diligently proceed to obtain estimates to enable Mortgagor to quantify the anticipated cost and time required for such restoration, whereupon Mortgagor shall promptly notify Mortgagee of such good faith estimate) and, provided that restoration does not violate any Legal Requirements, Mortgagor shall promptly commence and diligently prosecute to restore completion the repair, restoration or rebuilding of the Mortgaged Property so damaged or destroyed to a condition such that the Mortgaged Property shall be at least equal in value to that immediately prior to the damage to the extent practicable, in full compliance with all Legal Requirements and repair samethe provisions of all Leases, and in accordance with Section 3.04(b) below. Such repair, restoration or rebuilding of the Mortgaged Property are sometimes hereinafter collectively referred to as the "Work". (i) Mortgagor shall not adjust, compromise or settle any claim for Insurance Proceeds without the prior written consent of Mortgagee, which shall not be unreasonably withheld or delayed; provided, however, Landlord’s obligation hereunder that, except during the continuance of an Event of Default, Mortgagee's consent shall not be required with respect to the Leased Premises adjustment, compromising or settlement of any claim for Insurance Proceeds in an amount less than $25,000. (ii) Subject to Section 3.04(a)(iv), Mortgagee shall be limited to apply any Insurance Proceeds which it may receive towards the reconstruction Work in accordance with Section 3.04(b) and the other applicable sections of such of the improvements as were originally required to be made by Landlord pursuant to the Workletter. Rent this Article III. (iii) If (A) a Default shall proportionately xxxxx during the time have occurred, (B) Mortgagee is not reasonably satisfied that the Building or part thereof is unusable or inaccessible because of any such damage. Within sixty (60) days Debt Service Coverage, after such casualty, Landlord shall deliver to Tenant written notice (the “Casualty Notice”) setting forth Landlord’s reasonable estimate for substantial completion of the required Work, will be at least equal to the Required Debt Service Coverage, (C) more than seventy-five percent (75%) of the reasonably estimated aggregate insurable value of the Mortgaged Property is damaged or destroyed, (D) any Leases physically affected by such destruction shall not continue in full force and effect or (E) Mortgagee is not reasonably satisfied the Work can be completed six (6) months prior to Maturity (collectively, a "Substantial Casualty"), Mortgagee shall have the option, in its sole discretion to apply any Insurance Proceeds it may receive pursuant to this Mortgage (less any cost to Mortgagee of recovering and paying out such proceeds incurred pursuant to the terms hereof and not otherwise reimbursed to Mortgagee, including, without limitation, reasonable attorneys' fees and expenses) to the payment of the Debt or to allow such proceeds to be used for the Work pursuant to the terms and subject to the conditions of Section 3.04(b) hereof and the other applicable sections of this Article III. (iv) In the event that Mortgagee elects or is obligated hereunder to allow Insurance Proceeds to be used for the Work, any excess proceeds remaining after completion of such Work shall be applied to the payment of the Debt. (b) If any Condemnation Proceeds, in accordance with Section 6.01(a) or any Insurance Proceeds in accordance with Section 3.04(a), are to be applied to the repair, restoration or rebuilding of the Mortgaged Property, then such proceeds shall be deposited into a segregated interest-bearing bank account at the Bank, which shall be an Eligible Account, held by Mortgagee and repair work. shall be paid out from time to time to Mortgagor as the Work progresses (less any cost to Mortgagee of recovering and paying out such proceeds, including, without limitation, reasonable attorneys' fees and costs allocable to inspecting the Work and the plans and specifications therefor) subject to Section 5.13 hereof and to all of the following conditions: (i) An architect or engineer selected by Mxxxxxxxx and reasonably acceptable to Mortgagee (an "Architect" or "Engineer") or a Person otherwise reasonably acceptable to Mortgagee, shall have delivered to Mortgagee a certificate estimating the cost of completing the Work, and, if the amount set forth therein is more than the sum of the amount of Insurance Proceeds then being held by Mortgagee in connection with a casualty and amounts agreed to be paid as part of a final settlement under the insurance policy upon or before completion of the Work, Mortgagor shall have delivered to Mortgagee (A) cash collateral in an amount equal to such excess, (B) an unconditional, irrevocable, clean sight draft letter of credit, in form, substance and issued by a bank reasonably acceptable to Mortgagee, in the amount of such excess and draws on such letter of credit shall be made by Mortgagee to make payments pursuant to this Article III following exhaustion of the Insurance Proceeds therefore or (C) a completion bond in form, substance and issued by a surety company reasonably acceptable to Mortgagee. (ii) If the Casualty Notice provides cost of the Work is reasonably estimated by an Architect or Engineer in a certification reasonably acceptable to Mortgagee to be equal to or exceed twenty percent (20%) of the Allocated Loan Amount, such Work shall be performed under the supervision of an Architect or Engineer, it being understood that the Leased Premises plans and specifications with respect thereto shall provide for Work so that, upon completion thereof, the Mortgaged Property shall be at least equal in replacement value and general utility to the Mortgaged Property prior to the damage or destruction. (iii) Each request for payment shall be made on not less than ten (10) days' prior notice to Mortgagee and shall be accompanied by a certificate of an Architect or Engineer, or, if the Work is destroyed not required to be supervised by an Architect or Engineer, by an Officer's Certificate stating (A) that payment is for Work completed in compliance with the plans and specifications, if required under clause (ii) above, (B) that the sum requested is required to reimburse Mortgagor for payments by Mxxxxxxxx to date, or is due to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Work (giving a brief description of such services and materials), and that when added to all sums previously paid out by Mortgagee does not exceed the value of the Work done to the date of such certificate, (C) if the sum requested is to cover payment relating to repair and restoration of personal property required or relating to the Mortgaged Property, that title to the personal property items covered by the request for payment is vested in Mortgagor (unless Mortgagor is lessee of such personal property), and (D) that the Insurance Proceeds and other amounts deposited by Mortgagor held by Mortgagee after such payment is more than the estimated remaining cost to complete such Work; provided, however, that if such certificate is given by an Architect or Engineer, such Architector Engineer shall certify as to clause (A) above, and such Officer's Certificate shall certify as to the remaining clauses above, and provided, further, that Mortgagee shall not be obligated to disburse such funds if Mortgagee determines, in Mortgagee's reasonable discretion, that Mortgagor shall not be in compliance with this Section 3.04(b). Additionally, each request for payment shall contain a statement signed by Mxxxxxxxx stating that the requested payment is for Work satisfactorily done to date. (iv) Each request for payment shall be accompanied by waivers of lien, to the extent permitted by law, in customary form and substance, covering that it canpart of the Work for which payment or reimbursement is being requested and, if required by Mortgagee, a search prepared by a title company or licensed abstractor, or by other evidence satisfactory to Mortgagee that there has not been filed with respect to the Mortgaged Property any mechanic's or other lien or instrument for retention of title relating to any part of the Work not discharged of record. Additionally, as to any personal property covered by the request for payment, Mortgagee shall be furnished with evidence of having incurred a payment obligation therefor and such further evidence reasonably satisfactory to assure Mortgagee that UCC filings therefor provide a valid first lien on the personal property. (v) Mortgagee shall have the right to inspect the Work at all reasonable times upon reasonable prior notice and may condition any disbursement of Insurance Proceeds upon satisfactory compliance by Mortgagor with the rovisions hereof. Neither the approval by Mortgagee of any required plans and specifications for the Work nor the inspection by Mortgagee of the Work shall make Mortgagee responsible for the preparation of such plans and specifications, or the compliance of such plans and specifications of the Work, with any applicable law, regulation, ordinance, covenant or agreement. (vi) Insurance Proceeds shall not be repaired or rebuilt within one hundred eighty (180) days from the casualty date, then either Landlord or Tenant may, upon disbursed more frequently than once every thirty (30) days’ written . (vii) Until such time as the Work has been substantially completed, Mortgagee shall not be obligated to disburse up to ten percent (10%) of the cost of the Work (the "Retention Amount") to Mortgagor. Upon substantial completion of the Work, Mortgagor shall send notice thereof to Mortgagee and, subject to the other partyconditions of Section 3.04(b)(i)-(iv), terminate this Lease with respect Mortgagee shall disburse one-half of the Retention Amount to matters thereafter accruing. In the event Landlord elects to terminate this Lease, Tenant shall have the right to reject Landlord’s termination in which case the Lease shall remain in full force and effectMortgagor; provided, however, if that the remaining Lease Term following Landlord’s estimated one-half of the Retention Amount shall be disbursed to Mortgagor when Mortgagee shall have received copies of any and all final certificates of occupancy or other certificates, licenses and permits required for the ownership, occupancy and operation of the Mortgaged Property in accordance with all Legal Requirements. Mortgagor hereby covenants to diligently seek to obtain any such certificates, licenses and permits. (viii) Upon failure on the part of Mortgagor promptly to commence the Work or to proceed diligently and continuously to completion date of the Work, which failure shall continue after notice for thirty (30) days, Mortgagee may apply any Insurance Proceeds or Condemnation Proceeds it then or thereafter holds to the payment of the Debt in accordance with the provisions of the Note; provided, however, that Mortgagee shall be entitled to apply at any time all or any portion of the Insurance Proceeds or Condemnation Proceeds it then holds to the extent necessary to cure any Event of Default under this Mortgage, the Note or any other Loan Document. (c) If Mortgagor (i) within one hundred twenty (120) days after the occurrence of any damage to the Mortgaged Property or any portion thereof (or such shorter period as may be required under any Major Space Lease) shall fail to submit to Mortgagee for approval plans and specifications (if required pursuant to Section 3.04(b)(ii) hereof) for the Work (approved by the Architect and by all Governmental Authorities whose approval is less than required), (ii) after any such plans and specifications are approved by all Governmental Authorities, the Architect and Mortgagee, shall fail to promptly commence such Work or (iii) shall fail to diligently prosecute such Work to completion, then, in addition to all other rights available hereunder, at law or in equity, Mortgagee, or any receiver of the Mortgaged Property or any portion thereof, upon five (5) years, days' prior notice to Mortgagor (except in the Lease Term shall be automatically extended as follows: Tenant may elect to either (x) exercise a remaining option to extend the Lease Term pursuant to Section 17.01 below, event of emergency in which case any right to retract its exercise of an option to extend set forth in Section 17.01 no notice shall be null required), may (but shall have no obligation to) perform or cause to be performed such Work, and void may take such other steps as it reasonably deems advisable. Mortgagor hereby waives, for Mortgagor, any claim, other than for gross negligence or willful misconduct, against Mortgagee and the applicable Extension Term shall commence upon the expiration any receiver arising out of any act or omission of Mortgagee or such receiver pursuant hereto, and Mortgagee may apply all or any portion of the preceding termproceeds of insurance (without the need to fulfill any other requirements of this Section 3.04) to reimburse Mortgagee and such receiver, for all costs not reimbursed to Mortgagee or such receiver upon demand together with interest thereon at the Default Rate from the date such amounts are advanced until the same are paid to Mortgagee or the receiver. (yd) keep any remaining options to extend (if any) unaffected by the casualty, in which case the Lease Term shall be extended Subject to the last day limitations herein set forth, Mxxxxxxxx hereby irrevocably appoints Mortgagee as its attorney-in-fact, coupled with an interest, to collect and receive any insurance proceeds paid with respect to any portion of the fifth (5th) year following Landlord’s substantial completion of Mortgaged Property or the restoration and repair work in connection with such casualtyinsurance policies required to be maintained hereunder, and the Minimum Annual Rent per square foot for to endorse any resulting extension term shall be an amount equal to one hundred two percent (102%) checks, drafts or other instruments representing any insurance proceeds whether payable by reason of the Minimum Annual Rent per square foot for the period immediately preceding such extension term for the first twelve (12) months of such extension term, with an increase of two percent (2%) for each successive twelve (12) month period of such extension termloss thereunder or otherwise.

Casualty Restoration. (i) In the event of total any damage to or partial destruction of the Leased Premises by fire Property, Borrower shall give prompt written notice to Lender (which notice shall set forth Borrower's good faith estimate of the cost of repairing or other casualtyrestoring such damage or destruction, Landlord agrees or if Borrower cannot reasonably estimate the anticipated cost of restoration, Borrower shall nonetheless give Lender prompt notice of the occurrence of such damage or destruction, and will diligently proceed to obtain estimates to enable Borrower to quantify the anticipated cost and time required for such restoration, whereupon Borrower shall promptly notify Lender of such good faith estimate) and, provided that restoration does not violate any Legal Requirements, Borrower shall promptly commence and diligently prosecute to restore completion the repair, restoration or rebuilding of the Property so damaged or destroyed to a condition such that the Property shall be at least equal in value to that immediately prior to the damage to the extent practicable, in full compliance with all Legal Requirements and repair samethe provisions of all Leases, and in accordance with Section 3.04(b) below. Such repair, restoration or rebuilding of the Property are sometimes hereinafter collectively referred to as the "Work". (ii) Borrower shall not adjust, compromise or settle any claim for Insurance Proceeds without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed; provided, however, Landlord’s obligation hereunder that, except during the continuance of an Event of Default, Xxxxxx's consent shall not be required with respect to the Leased Premises shall be limited to the reconstruction of such of the improvements as were originally required to be made by Landlord pursuant to the Workletter. Rent shall proportionately xxxxx during the time that the Building adjustment, compromising or part thereof is unusable or inaccessible because settlement of any such damage. Within sixty claim for Insurance Proceeds in an amount less than $5,000,000.00. (60iii) days after such casualtySubject to Section 3.04(a)(iv), Landlord Lender shall deliver to Tenant written notice (apply any Insurance Proceeds which it may receive towards the “Casualty Notice”Work in accordance with Section 3.04(b) setting forth Landlord’s reasonable estimate for substantial completion of the required restoration and repair work. If the Casualty Notice provides that the Leased Premises is destroyed to the extent that it cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date, then either Landlord or Tenant may, upon thirty (30) days’ written notice to the other party, terminate applicable sections of this Lease with respect to matters thereafter accruing. In the event Landlord elects to terminate this Lease, Tenant shall have the right to reject Landlord’s termination in which case the Lease shall remain in full force and effectArticle III; provided, however, if the remaining Lease Term following Landlord’s estimated completion date amount of Insurance Proceeds is less than five (5) years$5,000,000.00, the Lease Term Insurance Proceeds shall be automatically extended as follows: Tenant may elect promptly delivered to either Borrower. (xiv) exercise If (A) a remaining option to extend Default shall have occurred, (B) Lender is not reasonably satisfied that the Lease Term pursuant to Section 17.01 belowDebt Service Coverage, in which case any right to retract its exercise of an option to extend set forth in Section 17.01 shall be null and void and the applicable Extension Term shall commence upon the expiration of the preceding term, or (y) keep any remaining options to extend (if any) unaffected by the casualty, in which case the Lease Term shall be extended to the last day of the fifth (5th) year following Landlord’s after substantial completion of the restoration and repair work in connection with such casualtyWork, and the Minimum Annual Rent per square foot for any resulting extension term shall will be an amount at least equal to one hundred two the Required Debt Service Coverage, (C) more than thirty percent (10230%) of the Minimum Annual Rent per square foot reasonably estimated fair market value of the Property is materially damaged or destroyed, (D) Lender is not reasonably satisfied that the Work can be completed six (6) months prior to Maturity or (E) Lender is not reasonably satisfied that the Work can be completed within fifteen (15) months of the damage to or destruction of the Property (each, a "Substantial Casualty"), Lender shall have the option, in its sole discretion to apply any Insurance Proceeds it may receive pursuant to this Security Instrument (less any cost to Lender of recovering and paying out such proceeds incurred pursuant to the terms hereof and not otherwise reimbursed to Lender, including, without limitation, reasonable attorneys' fees and expenses) to the payment of the Debt, without any prepayment fee or charge of any kind or to allow such proceeds to be used for the period immediately preceding such extension term Work pursuant to the terms and subject to the conditions of Section 3.04(b) hereof and the other applicable sections of this Article III. (v) In the event that Lender elects or is obligated hereunder to allow Insurance Proceeds to be used for the first Work, any excess proceeds remaining after completion of such Work shall be paid over to Borrower or, at the option of Borrower, applied to the payment of the Debt without any prepayment fee or charge of any kind. (vi) In the event Lender elects or is obligated hereunder to allow Insurance Proceeds to be used for the Work, Borrower hereby agrees to use reasonable diligence to complete such Work within twelve (12) months of the damage to or destruction of the Property. (b) If any Condemnation Proceeds in accordance with Section 6.01(a), or any Insurance Proceeds in accordance with Section 3.04(a), are to be applied to the repair, restoration or rebuilding of the Property, then such extension termproceeds shall be deposited into a segregated interest-bearing bank account at the Bank, which shall be an Eligible Account, held by Lender and shall be paid out from time to time to Borrower as the Work progresses (less any cost to Lender of recovering and paying out such proceeds, including, without limitation, reasonable attorneys' fees and costs allocable to inspecting the Work and the plans and specifications therefor) subject to Section 5.17 hereof and to all of the following conditions: (i) An architect or engineer selected by Xxxxxxxx and reasonably acceptable to Lender (an "Architect" or "Engineer") or a Person otherwise reasonably acceptable to Lender, shall have delivered to Lender a certificate estimating the cost of completing the Work, and, if the amount set forth therein is more than the sum of the amount of Insurance Proceeds then being held by Lender in connection with a casualty and amounts agreed to be paid as part of a final settlement under the insurance policy upon or before completion of the Work, Borrower shall have delivered to Lender (A) cash collateral in an amount equal to such excess, (B) an unconditional, irrevocable, clean sight draft letter of credit, in form, substance and issued by a bank reasonably acceptable to Lender, in the amount of such excess and draws on such letter of credit shall be made by Lender to make payments pursuant to this Article III following exhaustion of the Insurance Proceeds therefore or (C) a completion bond in form, substance and issued by a surety company reasonably acceptable to Lender. (ii) If the cost of the Work is reasonably estimated by an Architect or Engineer in a certification reasonably acceptable to Lender to be equal to or exceed five percent (5%) of the Loan Amount, such Work shall be performed under the supervision of an Architect or Engineer, it being understood that the plans and specifications with respect thereto shall provide for Work so that, upon completion thereof, the Property shall be at least equal in replacement value and general utility to the Property prior to the damage or destruction. (iii) Each request for payment shall be made on not less than ten (10) days' prior notice to Lender and shall be accompanied by a certificate of an Architect or Engineer, or, if the Work is not required to be supervised by an Architect or Engineer, by an Officer's Certificate stating (A) that payment is for Work completed in compliance with the plans and specifications, if required under clause (ii) above, (B) that the sum requested is required to reimburse Borrower for payments by Borrower to date, or is due to the contractors, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Work (giving a brief description of such services and materials), and that when added to all sums previously paid out by Xxxxxx does not exceed the value of the Work done to the date of such certificate, (C) if the sum requested is to cover payment relating to repair and restoration of personal property required or relating to the Property, that title to the personal property items covered by the request for payment is vested in Borrower (unless Borrower is lessee of such personal property), and (D) that the Insurance Proceeds and other amounts deposited by Borrower held by Lender after such payment is more than the estimated remaining cost to complete such Work; provided, however, that if such certificate is given by an Architect or Engineer, such Architect or Engineer shall certify as to clause (A) above, and such Officer's Certificate shall certify as to the remaining clauses above, and provided, further, that Lender shall not be obligated to disburse such funds if Lender determines, in Xxxxxx's reasonable discretion, that Borrower shall not be in compliance with this Section 3.04(b). Additionally, each request for payment shall contain a statement signed by Xxxxxxxx stating that the requested payment is for Work satisfactorily done to date. (iv) Each request for payment shall be accompanied by waivers of lien, in customary form and substance, covering that part of the Work for which payment or reimbursement is being requested and, if required by Xxxxxx, a search prepared by a title company or licensed abstractor, or by other evidence satisfactory to Lender that there has not been filed with respect to the Property any mechanic's or other lien or instrument for retention of title relating to any part of the Work not discharged of record. Additionally, as to any personal property covered by the request for payment, Lender shall be furnished with evidence of having incurred a payment obligation therefor and such further evidence reasonably satisfactory to assure Xxxxxx that UCC filings therefor provide a valid first lien on the personal property. (v) Lender shall have the right to inspect the Work at all reasonable times upon reasonable prior notice and may condition any disbursement of Insurance Proceeds upon satisfactory compliance by Borrower with the provisions hereof. Neither the approval by Lender of any required plans and specifications for the Work nor the inspection by Lender of the Work shall make Lender responsible for the preparation of such plans and specifications, or the compliance of such plans and specifications of the Work, with an increase of two any applicable law, regulation, ordinance, covenant or agreement. (vi) Insurance Proceeds shall not be disbursed more frequently than once every thirty (30) days. (vii) Until such time as the Work has been substantially completed, Lender shall not be obligated to disburse up to ten percent (210%) of the cost of the Work (the "Retention Amount") to Borrower. Upon substantial completion of the Work, Borrower shall send notice thereof to Lender and, subject to the conditions of Section 3.04(b)(i)-(iv), Lender shall disburse one-half of the Retention Amount to Borrower; provided, however, that the remaining one-half of the Retention Amount shall be disbursed to Borrower when Lender shall have received copies of any and all final certificates of occupancy or other certificates, licenses and permits required for each successive twelve the ownership, occupancy and operation of the Property in accordance with all Legal Requirements. Borrower hereby covenants to diligently seek to obtain any such certificates, licenses and permits. (12viii) month Upon failure on the part of Borrower promptly to commence the Work or to proceed diligently and continuously to completion of the Work, which failure shall continue after notice for thirty (30) days, Lender may apply any Insurance Proceeds or Condemnation Proceeds it then or thereafter holds to the payment of the Debt in accordance with the provisions of the Note; provided, however, that Lender shall be entitled to apply at any time all or any portion of the Insurance Proceeds or Condemnation Proceeds it then holds to the extent necessary to cure any Event of Default under this Security Instrument, the Note or any other Loan Document. (c) If Borrower (i) within ninety (90) days after the occurrence of any damage to the Property or any portion thereof (or such shorter period as may be required under any Major Space Lease) shall fail to submit to Lender for approval plans and specifications (if required pursuant to Section 3.04(b)(ii) hereof) for the Work (approved by the Architect and by all Governmental Authorities whose approval is required), (ii) after any such plans and specifications are approved by all Governmental Authorities, the Architect and Lender, shall fail to promptly commence such Work or (iii) shall fail to diligently prosecute such Work to completion, then, in addition to all other rights available hereunder, at law or in equity, Lender, or any receiver of the Property or any portion thereof, upon fifteen (15) days' prior notice to Borrower (except in the event of emergency in which case no notice shall be required), may (but shall have no obligation to) perform or cause to be performed such extension termWork, and may take such other steps as it reasonably deems advisable. Borrower hereby waives, for Borrower, any claim, other than for gross negligence or willful misconduct, against Lender and any receiver arising out of any act or omission of Lender or such receiver pursuant hereto, and Lender may apply all or any portion of the Insurance Proceeds (without the need to fulfill any other requirements of this Section 3.04) to reimburse Lender and such receiver, for all costs not reimbursed to Lender or such receiver upon demand together with interest thereon at the Default Rate from the date such amounts are advanced until the same are paid to Lender or the receiver. (d) Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to collect and receive any Insurance Proceeds paid with respect to any portion of the Property or the insurance policies required to be maintained hereunder, and to endorse any checks, drafts or other instruments representing any Insurance Proceeds whether payable by reason of loss thereunder or otherwise.

Casualty Restoration. In If the event of total or partial destruction of the Leased Premises shall be damaged by fire or other casualty, then the Premises shall be repaired and restored to its condition preceding the damage in accordance with the provisions of this Article 7. Whenever in this Article 7 reference is made to restoration of the Premises, (i) Tenant's obligation shall be as to all personal property within the Premises including Tenant's furniture, fixtures, equipment and other personal property, any and all Alterations, construction or other improvements made to the Premises by or on behalf of Tenant (including, without limitation, Tenant's and Directrix' initial Alterations to prepare the Premises for its occupancy, but excluding Landlord's Work), all of which shall be restored and replaced at Tenant's sole cost and expense and (ii) Landlord's obligation, if any, shall be as to the shell, which constitutes the structure of the Building, the mechanical, electrical, plumbing, air conditioning and other Building-wide systems which exist immediately prior to the casualty (except to the extent the same were installed by Tenant or Directrix) and Landlord's Work. Landlord agrees promptly shall have no liability to restore Tenant, and repair sameTenant shall not be entitled to terminate this Lease, if such repairs and restoration are not in fact completed within Landlord's estimated time period (except as otherwise expressly provided herein). The Base Rent payable under Article 2, as well as Additional Rent payable pursuant to Article 3, until thirty (30) days after such repairs which are Landlord's obligation shall be made, shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant bears to the total area of the Premises; provided, however, Landlord’s obligation hereunder should Tenant reoccupy a portion of the Premises for the conduct of its business prior to the date such repairs are made, the Base Rent and such Additional Rent shall be reinstated with respect to such reoccupied portion of the Leased Premises and shall be limited to payable by Tenant from the reconstruction date of such of the improvements as were originally required to be made by Landlord pursuant to the Workletter. Rent shall proportionately xxxxx during the time that the Building or part thereof is unusable or inaccessible because of any such damage. Within sixty (60) days after such casualty, Landlord shall deliver to Tenant written notice (the “Casualty Notice”) setting forth Landlord’s reasonable estimate for substantial completion of the required restoration and repair work. If the Casualty Notice provides that the Leased Premises is destroyed to the extent that it cannot be repaired or rebuilt within one hundred eighty (180) days from the casualty date, then either Landlord or Tenant may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. In the event Landlord elects to terminate this Lease, Tenant shall have the right to reject Landlord’s termination in which case the Lease shall remain in full force and effect; provided, however, if the remaining Lease Term following Landlord’s estimated completion date is less than five (5) years, the Lease Term shall be automatically extended as follows: Tenant may elect to either (x) exercise a remaining option to extend the Lease Term pursuant to Section 17.01 below, in which case any right to retract its exercise of an option to extend set forth in Section 17.01 shall be null and void and the applicable Extension Term shall commence upon the expiration of the preceding term, or (y) keep any remaining options to extend (if any) unaffected by the casualty, in which case the Lease Term shall be extended to the last day of the fifth (5th) year following Landlord’s substantial completion of the restoration and repair work in connection with such casualty, and the Minimum Annual Rent per square foot for any resulting extension term shall be an amount equal to one hundred two percent (102%) of the Minimum Annual Rent per square foot for the period immediately preceding such extension term for the first twelve (12) months of such extension term, with an increase of two percent (2%) for each successive twelve (12) month period of such extension termoccupancy.

Casualty Restoration. In If the event of total Premises and/or the building are totally or partial destruction of the Leased Premises partially damaged or destroyed by fire fire, earthquake, accident or other casualty, Landlord agrees promptly shall repair and restore the Premises and/or the building, as applicable, unless either Landlord or Tenant elects to restore and repair same; provided, however, Landlord’s obligation hereunder with respect terminate this lease as permitted herein. Landlord shall have the right to terminate this Lease if (i) the damage to the Leased Premises shall be limited to and/or the reconstruction of such of the improvements as were originally building is caused by a casualty that Landlord was not required to be made by Landlord pursuant insure against under the terms of this Lease, and the cost to repair and restore the Workletter. Rent shall proportionately xxxxx during Premises will exceed $500,000, or (ii) the time that Premises and/or the Building or part thereof is unusable or inaccessible because of any such damage. Within sixty (60) days after such casualty, Landlord shall deliver to Tenant written notice (the “Casualty Notice”) setting forth Landlord’s reasonable estimate for substantial completion of the required restoration and repair work. If the Casualty Notice provides that the Leased Premises is destroyed to the extent that it building cannot be fully repaired or rebuilt and restored within one hundred eighty (180) days from the date of the casualty. Landlord shall notify Tenant of the estimated time required to repair and restore the Premises and/or the building within 30 days after the date of the casualty dateand, then either if Landlord or Tenant may, upon thirty (30) days’ written notice has the right to the other party, terminate this Lease with respect to matters thereafter accruing. In the event as permitted herein, whether Landlord elects has elected to terminate this Lease, . Tenant shall have the right to reject Landlord’s termination in which case the terminate this Lease shall remain in full force and effect; provided, however, if the remaining Premises cannot be fully repaired and restored within one hundred eighty (180) days from the date of the casualty. If neither Landlord nor Tenant elect to terminate this Lease Term following Landlord’s estimated completion date is less than five (5) yearsas permitted herein, then Landlord shall promptly commence the Lease Term repair and restoration of the Premises and/or the building and shall diligently pursue the same to completion. Tenant shall be automatically extended as follows: Tenant may elect entitled to either (x) exercise a remaining option to extend proportionate abatement of rent from the Lease Term pursuant to Section 17.01 below, in which case any right to retract its exercise of an option to extend set forth in Section 17.01 shall be null and void and the applicable Extension Term shall commence upon the expiration date of the preceding termcasualty until the Premises are fully repaired and restored, or (y) keep any remaining options based on the extent to extend (if any) unaffected by the casualty, in which case the Lease Term shall be extended to the last day Tenant’s use of the fifth (5th) year following Landlord’s substantial completion Premises is impaired as result of the restoration and repair work in connection with such casualty, repair and the Minimum Annual Rent per square foot for any resulting extension term shall be an amount equal to one hundred two percent (102%) of the Minimum Annual Rent per square foot for the period immediately preceding such extension term for the first twelve (12) months of such extension term, with an increase of two percent (2%) for each successive twelve (12) month period of such extension termrestoration.