Common use of Damage and Restoration Clause in Contracts

Damage and Restoration. If the Premises or any Building Systems shall be damaged by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding the foregoing, during any rent abatement period under this Lease, Tenant shall pay Landlord as Rent Landlord’s normal charges for all services and utilities provided to and used by Tenant during the period of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined), then Tenant may terminate this Lease by delivering written notice of its election to terminate within thirty (30) days after Landlord’s delivery to Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If this Lease is terminated under the provisions of this Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Project.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein Premises following such casualty, then Tenant may make appropriate changes to the contraryPremises to accommodate such changed use after approval of such change of use by the District pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited subject to the extent rights of the insurance proceeds actually received Leasehold Mortgagees and Section 4 of Exhibit F, by Landlord for notice to the fire District given by the later of ninety (90) days after the date of the damage or other casualty in question; provided, however, if destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds are insufficient to restore the Building Improvements and/or the Premises to substantially the same condition in which they existed prior to the condition required hereunder and Landlord is unwilling occurrence of such damage or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)destruction, then Tenant may terminate this Lease by delivering written notice as of its election to terminate within a date that is not less than thirty (30) days after Landlord’s delivery to Tenant the date of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty)notice. If this Lease is terminated under the provisions of this Notwithstanding Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and17.9, if Tenant has failed terminates this Lease pursuant to maintain insurance on such items as required by this LeaseSection 7.1, Tenant shall surrender possession of the Premises to the District immediately and assign to the District (or, if same has already been received by ▇▇▇▇▇▇, pay Landlord an amount equal to the District) all of its right, title and interest in and to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in insurance upon the Premises or at the ProjectPremises.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein Premises following such casualty, then Tenant may make appropriate changes to the contraryPremises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited subject to the extent rights of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, howeverLeasehold Mortgagees and Limited Partner, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds are insufficient to restore the Building Improvements and/or the Premises to substantially the same condition in which they existed prior to the condition required hereunder and Landlord is unwilling occurrence of such damage or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)destruction, then Tenant may terminate this Lease by delivering written notice as of its election to terminate within a date that is not less than thirty (30) days after Landlord’s delivery to Tenant the date of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty)notice. If this Lease is terminated under the provisions of this Notwithstanding Section 13, Landlord shall be entitled to the full proceeds of the insurance policies providing coverage for all alterations, improvements and betterments in the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and17.9, if Tenant has failed terminates this Lease pursuant to maintain insurance on such items as required by this LeaseSection 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by ▇▇▇▇▇▇, pay Landlord an amount equal to the Lessor) all of its right, title and interest in and to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in insurance upon the Premises or at the ProjectPremises.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein Premises following such casualty, then Tenant may make appropriate changes to the contraryPremises to accommodate such changed use after approval of such change of use by the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited subject to the extent rights of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, howeverLeasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds are insufficient to restore the Building Improvements and/or the Premises to substantially the same condition in which they existed prior to the condition required hereunder and Landlord is unwilling occurrence of such damage or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)destruction, then Tenant may terminate this Lease by delivering written notice as of its election to terminate within a date that is not less than thirty (30) days after Landlord’s delivery to the date of such notice. Notwithstanding Section 17.9, if Tenant of a written notice indicating such unwillingness or inability (which Landlord agrees to provide to Tenant within sixty (60) days after any such casualty). If terminates this Lease is terminated under the provisions of pursuant to this Section 137.1, Landlord Tenant shall be entitled surrender possession of the Premises to the full County immediately and assign to the County (or, if same has already been received by Tenant, pay to the County) all of its right, title and interest in and to the proceeds of the from Tenant’s insurance policies providing coverage for all alterations, improvements and betterments in upon the Premises, but not less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, and (iii) the proceeds of any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain rental loss or business interruption insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal applicable prior to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore date of surrender of the Project and all alterations, improvements and betterments funded by Landlord with respect Premises to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the ProjectCounty.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if Premises following such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)casualty, then Tenant may terminate this Lease make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by delivering written the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of its election to terminate within ninety (90) days after the date of the damage or destruction or thirty (30) days after Landlord’s delivery to receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may, with the prior consent of all Leasehold Mortgagees, terminate this Lease as of a written notice indicating such unwillingness or inability date that is not less than thirty (which Landlord agrees to provide to Tenant within sixty (6030) days after any the date of such casualty)notice. If Leasehold Mortgagees refuse to consent to the termination of the Lease by ▇▇▇▇▇▇, the Lease and all terms and condition shall remain in full force and effect and may be enforced without reservation by the County. Subject to the rights of Leasehold Mortgagees in Section 17.9, if Tenant terminates this Lease is terminated under the provisions of pursuant to this Section 137.1, Landlord Tenant shall be entitled surrender possession of the Premises to the full County immediately and assign to the County (or, if same has already been received by Tenant, pay to the County) all of its right, title and interest in and to the proceeds of the from Tenant’s insurance policies providing coverage for all alterations, improvements and betterments in upon the Premises, but not for less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of Tenant’s personal propertythe loss or collection of the proceeds, including furniture, fixtures and equipment (and, if ii) any reasonable costs incurred by Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord in connection with respect to the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, (including iii) any amounts applied by Leasehold Mortgagees in accordance with the Construction Allowance) to Class A general office use conditionterms of their respective Leasehold Mortgages, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Project.and

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if Premises following such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)casualty, then Tenant may terminate this Lease make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by delivering written the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of its election to terminate within ninety (90) days after the date of the damage or destruction or thirty (30) days after Landlord’s delivery to receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may, with prior consent of all Leasehold Mortgagees, terminate this Lease as of a written notice indicating such unwillingness or inability date that is not less than thirty (which Landlord agrees to provide to Tenant within sixty (6030) days after any the date of such casualty)notice. If Leasehold Mortgagees refuse to consent to the termination of the Lease by ▇▇▇▇▇▇, the Lease and all terms and condition shall remain in full force and effect and may be enforced without reservation by the County. Subject to the rights of Leasehold Mortgagees in Section 17.9, if Tenant terminates this Lease is terminated under the provisions of pursuant to this Section 137.1, Landlord Tenant shall be entitled surrender possession of the Premises to the full County immediately and assign to the County (or, if same has already been received by Tenant, pay to the County) all of its right, title and interest in and to the proceeds of the from Tenant’s insurance policies providing coverage for all alterations, improvements and betterments in upon the Premises, but not less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, (iii) any amounts applied by Leasehold Mortgagees in accordance with the terms of Tenant’s personal propertytheir respective Leasehold Mortgages, including furniture, fixtures and equipment (and, if Tenant has failed to maintain iv) the proceeds of any rental loss or business interruption insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal applicable prior to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore date of surrender of the Project and all alterations, improvements and betterments funded by Landlord with respect Premises to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the ProjectCounty.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if Premises following such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)casualty, then Tenant may terminate this Lease make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by delivering written the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of its election to terminate within ninety (90) days after the date of the damage or destruction or thirty (30) days after Landlord’s delivery to receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may, with the prior consent of all Leasehold Mortgagees, terminate this Lease as of a written notice indicating such unwillingness or inability date that is not less than thirty (which Landlord agrees to provide to Tenant within sixty (6030) days after any the date of such casualty)notice. If this Lease is terminated under the provisions of this Section 13, Landlord shall be entitled Leasehold Mortgagees refuse to consent to the full proceeds termination of the insurance policies providing coverage for Lease by ▇▇▇▇▇▇, the Lease and all alterations, improvements terms and betterments condition shall remain in full force and effect and may be enforced without reservation by the Premises, but not for any of Tenant’s personal property, including furniture, fixtures and equipment (and, if Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal County. Subject to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord with respect to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Project.rights of Leasehold Mortgagees in

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if Premises following such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)casualty, then Tenant may terminate this Lease make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by delivering written the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of its election to terminate within ninety (90) days after the date of the damage or destruction or thirty (30) days after Landlord’s delivery to receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may, with the prior consent of all Leasehold Mortgagees, terminate this Lease as of a written notice indicating such unwillingness or inability date that is not less than thirty (which Landlord agrees to provide to Tenant within sixty (6030) days after any the date of such casualty)notice. If Leasehold Mortgagees refuse to consent to the termination of the Lease by ▇▇▇▇▇▇, the Lease and all terms and condition shall remain in full force and effect and may be enforced without reservation by the County. Subject to the rights of Leasehold Mortgagees in Section 17.9, if Tenant terminates this Lease is terminated under the provisions of pursuant to this Section 137.1, Landlord Tenant shall be entitled surrender possession of the Premises to the full County immediately and assign to the County (or, if same has already been received by Tenant, pay to the County) all of its right, title and interest in and to the proceeds of the from Tenant’s insurance policies providing coverage for all alterations, improvements and betterments in upon the Premises, but not less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, (iii) any amounts applied by Leasehold Mortgagees in accordance with the terms of Tenant’s personal propertytheir respective Leasehold Mortgages, including furniture, fixtures and equipment (and, if Tenant has failed to maintain iv) the proceeds of any rental loss or business interruption insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal applicable prior to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore date of surrender of the Project and all alterations, improvements and betterments funded by Landlord with respect Premises to the Premises (including the Construction Allowance) to Class A general office use condition, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the ProjectCounty.

Damage and Restoration. If In the Premises event the whole or any Building Systems part of the Improvements shall be damaged or destroyed by fire or other casualty, Landlord shall, except as otherwise provided herein, restore the Premises and such Building Systems. Landlord shall proceed with diligence to restore the Building and shall commence such restoration efforts as soon as commercially practical after any such casualty. Such restoration shall be to substantially the Building standard condition that existed prior to the casualty, except for modifications required by zoning and building codes and other Applicable Laws, damage or by the holder of a Mortgage on the Building, and any other modifications to the lobby or restrooms action of the Buildings mutually agreed upon by Landlord and Tenant (provided access to the Premises and any restrooms serving the Premises is not materially impaired). Landlord shall not be required to repair or replace any of Tenant’s Property, or any Alterations or Tenant Improvements. Tenant shall promptly and diligently repair or replace Tenant’s Alterations and Tenant Improvements and any of Tenant’s Off-Premises Equipment (provided that Tenant may elect in its discretion whether or not to replace any Project Amenity) at Tenant’s sole cost and expense following any fire or other casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof, except that Landlord shall allow Tenant a proportionate abatement of Base Rent and Tenant’s Pro Rata Share of Operating Expenses during the time and to the extent the Premises are unfit for occupancy by Tenant, and Tenant does not occupy the Premises or a portion thereof, as a result thereof; provided, however, there shall be no abatement of Rent: (a) if Landlord provides to Tenant other space in the Project or Austin southwest submarket area near the Building elements which is reasonably suited for the temporary operation of Tenant’s business and acceptable to Tenant in its reasonable discretion; if the damage is caused in whole or in part by Tenant or any Tenant Parties; or (c) to the extent that the Rent abatement is fully covered by business interruption insurance maintained by Tenant (or would have been covered had Tenant carried the business interruption insurance required to be carried by Tenant pursuant to this Lease). Notwithstanding Lease or in fact caused by Tenant, at any time during the foregoing, during any rent abatement period under this LeaseTerm, Tenant shall pay Landlord with all due diligence, at Tenant’s sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as Rent Landlord’s normal charges for all services existed immediately prior to such damage or destruction and utilities provided to and used substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant during to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the period use of the rent abatement. Notwithstanding anything herein to the contrary, Landlord’s obligation to repair or restore the Building or any portion thereof shall be limited to the extent of the insurance proceeds actually received by Landlord for the fire or other casualty in question; provided, however, if Premises following such insurance proceeds are insufficient to restore the Building to the condition required hereunder and Landlord is unwilling or unable to complete such restoration with its own funds (and Tenant has been provided the opportunity to contribute such funds and has declined)casualty, then Tenant may terminate this Lease make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by delivering written the County pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees and Limited Partner, if applicable, by notice to the County given by the later of its election to terminate within ninety (90) days after the date of the damage or destruction or thirty (30) days after Landlord’s delivery to receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may, with the prior consent of all Leasehold Mortgagees, terminate this Lease as of a written notice indicating such unwillingness or inability date that is not less than thirty (which Landlord agrees to provide to Tenant within sixty (6030) days after any the date of such casualty)notice. If Leasehold Mortgagees refuse to consent to the termination of the Lease by ▇▇▇▇▇▇, the Lease and all terms and condition shall remain in full force and effect and may be enforced without reservation by the County. Subject to the rights of Leasehold Mortgagees in Section 17.9, if Tenant terminates this Lease is terminated under the provisions of pursuant to this Section 137.1, Landlord Tenant shall be entitled surrender possession of the Premises to the full County immediately and assign to the County (or, if same has already been received by ▇▇▇▇▇▇, pay to the County) all of its right, title and interest in and to the proceeds of the from Tenant’s insurance policies providing coverage for all alterations, improvements and betterments in upon the Premises, but not for less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of Tenant’s personal propertythe loss or collection of the proceeds, including furniture, fixtures and equipment (and, if ii) any reasonable costs incurred by Tenant has failed to maintain insurance on such items as required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landlord would have received had Tenant maintained insurance on such items as required by this Lease); provided that, after Landlord has received proceeds sufficient to restore the Project and all alterations, improvements and betterments funded by Landlord in connection with respect to the Premises after the damage or destruction, which costs are eligible for reimbursement from such insurance proceeds, (including iii) any amounts applied by Leasehold Mortgagees in accordance with the Construction Allowance) to Class A general office use conditionterms of their respective Leasehold Mortgages, Tenant shall be entitled to any excess insurance proceeds from policies maintained by Tenant and covering alterations, improvements and betterments installed at Tenant’s sole cost and expense in the Premises or at the Project.and