Common use of DESTRUCTION OF PREMISES Clause in Contracts

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofdestruction, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term Term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of after such damage or destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than One Hundred Thousand Dollars ($100,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last three (3) years of the remaining Term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining Term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available to rebuild the Leased Premises conditioned for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessee then exercising its next renewal option under the Lease. Lessor will make Lessor's receipt of insurance proceeds available (and the deductible thereunder) payable under policies maintained pursuant to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovethis Lease.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($100,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 11% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) IfIf the premises are rendered untenable for a period in excess of seven days, during for any reason beyond the term control of this Leaseeither party, the Leased Premises are totally Lease shall terminate as of the date of such destruction or partially destroyed by fire or the elementsdamage, so and rent shall be prorated as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either that date. Lessor or Lessee shall have the right to terminate this determine tenability. Should Lessor make a determination of temporary untenability (i.e. due to loss of heat, power or water), Lessor may, at Lessor’s sole option, approve a prorated per day credit for rent paid; however, Lessor assumes no obligation for reimbursement to Lessee of other accommodations or hotel/motel expenses. Lessee may not withhold rent for any such expenses without the written consent of Lessor. ISSUANCE OF KEYS AND PENALTIES There shall be one key issued per unit upon the above-referred date the Lease from becomes effective. At the date termination of such damage the lease each Lessee or destruction Lessee(s) shall return to the Lessor ALL KEYS including the original key and all copies made by giving written noticethe Lessee(s). The parties agree Failure to use reasonable promptness to obtain return all keys will result in a Twenty-Five ($25.00) Dollar penalty and cost of locksmith. Lost key policy: In the opinion event that the Lessee loses a key, the unit must be re-keyed at the Lessee’s expense and be done by Lessor. Replacement of such licensed third party arbitratorkeys or re-keying after business hours will be at the Lessee’s expense at a charge of $50.00 and locksmith charges. Upon In the giving event of such noticean emergency outside normal business hours, should Lessee effect any lock alteration or key change, Lessee shall immediately surrender deliver new key(s) to Xxxxx Properties no later than the Leased Premises and all interest therein to close of the first business day following such alteration or change. ACCELERATION CLAUSE In the event Lessee(s) should breach any of the terms of this Agreement, Lessor, and in case of any such terminationaddition to the other rights contained herein shall have the right to accelerate all remaining rents which shall come due hereunder until the expiration date hereon. This includes, but is not limited to, Abandonment, Eviction, lease violations, etc. Lessor may re-enter and repossess the Leased Premises and may dispossess take all parties then in possession thereoflegal steps necessary to collect these unpaid funds. If not otherwise terminated, in the event the Leased Premises shall Furthermore there will be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from 1.5% interest charged monthly on any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence balances owed on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovelease.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, said building should be totally destroyed or damaged to the Leased Premises are totally extent of more than fifty percent (50%) of its usable value by fire, earthquake, or partially destroyed by fire or any other of the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinfrom some unforeseen or extraordinary cause, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, shall terminate and Lessee shall immediately surrender the Leased said Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair rebuild, and Lessee will thereupon be relieved from the payment of any further rent and shall be refunded on a pro rata basis any rent advanced or unearned that may at such time have been paid. If, during the last five (5) years of the term of the this Lease, said building should be partially damaged to the extent of not more than fifty percent (50%) of its usable value by fire, earthquake or as extendedany other of the elements, but if or by reason of any defect therein, or in any part thereof, or from some unforeseen or extraordinary cause not the fault or negligence of Lessee, this Lease shall nevertheless continue in effect and Lessor agrees to make the necessary repairs with all reasonable diligence and, in all events, within one hundred twenty (120) days after such damage occurs. Should Lessor fail to make such repairs within said period, then Lessee may terminate this Lease by giving Lessor written notice thereof and shall be refunded on a prorated basis any advanced or unearned rent that may at such time have been paid; provided, however, that the obligation of Lessor to make such necessary repairs shall be subject to delay on account of strikes, lockouts, availability of contractors and materials, acts of God, national emergencies and other events beyond the control of Lessor. In the event of such partial loss, Lessee shall desire be entitled to rebuild during a rebate in the last 12 months rent to such amount as is proportionate to the value of the Lease termspace lost to Lessee, Lessor will make insurance proceeds available if any, for the period it is so lost. If the parties cannot agree upon the amount of such rebate, or upon the percentage of damage caused by said fire or other extraordinary cause, then the amount of such rebate or extent of such damage shall be determined and fixed by arbitrators, each of the parties appointing an arbitrator, and in case the two arbitrators selected cannot agree, then they shall select a third arbitrator, and the decision of any two of said arbitrators, delivered in writing to rebuild the Leased Premises conditioned parties hereto, shall be conclusive and binding upon Lessee then exercising its next renewal option under both parties. Said arbitrators shall be licensed real estate appraisers. No such rebate shall be allowed unless a written notice of intention to claim such rebate be made by Xxxxxx and served upon Lessor, setting out the Lease. Lessor will make insurance proceeds available location and amount of space not occupied, within fifteen (15) days after the occurrence of the damage to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovebuilding from which said claim arises.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjuxx xxx xxxxm under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($100,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said Premises during the term Lease Term from any cause which is covered by Lessor's property insurance, Lessor shall forthwith repair the same, provided such repairs can be made within one hundred eight (180) days after receipt of building permit under the laws and regulations of State, Federal, County, or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Lease shall be entitled to a proportionate reduction of Rent while such repairs are being made. With respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the Leased terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Lessee. In the event that the building in which the subject Premises may be situated is destroyed to an extent greater than thirty-three and one- third percent (33 1/3%) of the replacement cost thereof, Lessor may, at its sole option, elect to terminate this Lease, whether the subject Premises is insured or not. A total destruction of the building in which the subject Premises are totally situated shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to repair or partially destroyed rebuild to the extent of available insurance proceeds including any deductible amount paid by fire Lessee. Should Lessor determine that insufficient or the elementsno insurance proceeds are available for repair or reconstruction of Premises, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for at its sole option, may terminate the Lease. Lessee shall have the option of continuing this Lease by agreeing to conduct its business thereinpay all repair costs to the subject Premises. If the destruction is within the last twelve (12) months of the lease term, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein lease upon thirty (30) days prior notice to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so then, except as to render the premises wholly unfit for occupancy, or make it impossible provided in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expenseSection 15.B, within a reasonable time (but in no event longer than one hundred eighty (180) days from the date of destruction days, (subject to force majuere events beyond Lessee's control as set forth provided in paragraph C hereof, then all Article 36) Lessee shall repair and restore the improvements so damaged or destroyed as nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. The insurance proceeds (exclusive of Lessee's deductible) shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal size, value and substantially the same character as prior to such damage or destruction. If the insurance proceeds (exclusive of Lessee's deductible) are equal to, or less than, One Hundred Fifty Thousand Dollars ($150,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Fifty Thousand Dollars ($150,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Reimbursements shall be made to Lessee upon delivery to Escrowee of certificates or affidavits from Lessee's general contractor showing amounts paid for reconstruction of the net improvements. If the proceeds held by Escrowee, when added to Lessee's deductible, are not sufficient to pay the total cost of moneys received by it from any insurance policy or policies covering such loss or damages. restoration, then Lessee shall pay the difference between such amounts and such total restoration cost. Any sums, including interest, not disbursed by the Escrowee after restoration of the improvements has been completed, shall be liable for repair paid to Lessee within ten (10) days after delivery to Escrowee of Lessee's written request therefore. Both parties shall promptly execute all reasonable documents and perform all acts reasonably required by the Escrowee to allow it to perform its obligations under this paragraph. If during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, the Leased Premises with all reasonable speedare damaged or destroyed to the extent of fifty (50%) percent of its replacement cost, and the rents shall recommence or damaged or destroyed such that Lessee cannot carry on the date business as a casual dining restaurant without being closed for more than ninety (90) days, then Lessee may elect, within 30 days of such damage, to exercise at least one (1) option to renew this Lease so that the repairs are completed. Lessee shall be under no obligation to so repair during remaining term of the last Lease is not less than five (5) years years. If Lessee does not elect to exercise such option to renew this Lease, or if no option to renew remains, then this Lease shall terminate on the earlier of Lessor's receipt of the insurance proceeds payable for the damaged improvements, and the amount of the applicable deductible or the expiration of the term of the this Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. If the Premises shall be wholly or partially damaged or destroyed by fire, by the elements or by other causes, Lessor shall repair or rebuild the same to the extent of available insurance proceeds; provided, however, that if (Aa) Ifmore than seventy-five percent (75%) of the replacement cost of the Improvements shall be damaged or destroyed, (b) the damage or destruction shall occur during the term last twelve (12) months of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancyLease Term, or make it impossible (c) the insurance proceeds shall be insufficient to repair or restore the Premises or shall for any reason be unavailable, then in the opinion any of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable such events Lessor may, at its option, terminate this Lease on thirty (30) days’ written notice given to Lessee within forty-five (45) days following the date of the casualty, and this Lease shall terminate on the thirtieth (30th) day following Lessor, for Lessee to conduct its business therein, then either ’s notice as if such date were originally set forth as the termination date herein. If Lessor or Lessee shall have the right not elect to terminate this Lease from as set forth herein, Lessor shall proceed with all due diligence to restore the Premises to the condition existing as of the date of such damage the casualty (excluding any modifications or destruction additions thereto made by giving written notice. The parties agree to use reasonable promptness to obtain Lessee, unless otherwise agreed), and Base Rent shall xxxxx during the opinion period of such licensed third party arbitratorrestoration to the extent that the Premises shall be untenantable. Upon Lessee shall promptly resume its business operations in the giving Premises as set forth herein upon completion of such notice, Lessee shall immediately surrender restoration. Notwithstanding the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedforegoing, in the event that the Leased Premises shall damage or destruction is such that more than three hundred sixty (360) days will be repairedrequired to repair or restore the same, restored, and rebuilt as reasonably determined by Lessee with the use of insurance proceeds parties within thirty (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (18030) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofthe casualty, then all rents payable by Lessee shall be abated during may likewise terminate this Lease on thirty (30) days’ written notice given to Lessor within forty-days (45) following the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration date of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovecasualty.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.25% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, during In the term of this Lease, event that the Leased Premises are shall be totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancyother casualty insured against, or make it impossible shall be so damaged that repairs and restoration cannot be accomplished both (a) within a period of one hundred twenty (120) days, and (b) more than ninety (90) days prior to the expiration of the term hereof, including any renewal term for which the option therefor shall have been exercised, or (c) without cost to Lessor in excess of the opinion insurance proceeds available, if any, this Lease shall automatically terminate without further act of a licensed third either party arbitrator knowledgeable in hereto, and each party shall be relieved of any further obligations to the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or other except that the Lessee shall have be liable for and shall promptly pay the right Lessor any rent then in arrears or the Lessor shall promptly rebate to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case a pro rata portion of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then rent paid in possession thereofadvance. If not otherwise terminated, in In the event the Leased Premises shall be repaired, restoredso damaged that repairs and restoration can be accomplished both (a) within a period of one hundred twenty (120) days, and rebuilt by Lessee (b) more than ninety (90) days prior to the expiration of the term hereof, including the renewal term if the option therefor shall have been exercised, this Lease shall continue in effect in accordance with its terms; the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair accomplish such repairs and restoration to the extent Lessor shall be compensated by as promptly as practicable (utilizing therefor the proceeds of rents loss insurancethe insurance applicable thereto without any apportionment therefore for damages to the leasehold interest created by this Indenture); and until such repairs and restoration have been accomplished, a portion of the rent shall abate equal to the proportion of the Leased Premises rendered unusabxx xx the damage. In no event shall Lessor be required to provide its own money for the repair or restoration obligation of the Leased Premises other than Lessor to repair and restore exceed in amount the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair sum of the Leased Premises insurance proceeds paid to Lessor and/or released to Lessor by any mortgagee with all reasonable speedwhich settlement was made, and the rents Lessee agrees to execute and deliver to the Lessor all instruments and documents necessary to evidence the fact that the right to such insurance proceeds is vested in the Lessor. The Lessor shall recommence on notify the Lessee within thirty (30) days following the date that of any such damage or destruction whether or not repairs and restoration can be accomplished both (a) within a period of one hundred twenty (120) days and (b) more than ninety (90) days prior to the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years expiration of the term of hereof, including any renewal term for which the Lease, or as extended, but if Lessee option therefor shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovehave been exercised.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xxder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speedbe damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a restaurant or its permitted use immediately prior to such damage or destruction, without (in the opinion of a licensed third party arbitrator reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party arbitrator as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term insurance or other proceeds at least equal to the estimated cost of the Lease, such repair or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboverestoration.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so then, except as to render the premises wholly unfit for occupancy, or make it impossible provided in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expenseSection 15.B, within a reasonable time (but in no event longer than one hundred eighty (180) days from the date of destruction days, (subject to force majuere events beyond Lessee's control as set forth provided in paragraph C hereof, then all Article 36) Lessee shall repair and restore the improvements so damaged or destroyed as nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. The insurance proceeds (exclusive of Lessee's deductible) shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal size, value and substantially the same character as prior to such damage or destruction. If the insurance proceeds (exclusive of Lessee's deductible) are equal to, or less than, One Hundred Fifty Thousand Dollars ($150,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Fifty Thousand Dollars ($150,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Reimbursements shall be made to Lessee upon delivery to Escrowee of certificates or affidavits from Xxxxxx's general contractor showing amounts paid for reconstruction of the net improvements. If the proceeds held by Xxxxxxxx, when added to Xxxxxx's deductible, are not sufficient to pay the total cost of moneys received by it from any insurance policy or policies covering such loss or damages. restoration, then Lessee shall pay the difference between such amounts and such total restoration cost. Any sums, including interest, not disbursed by the Escrowee after restoration of the improvements has been completed, shall be liable for repair paid to Lessee within ten (10) days after delivery to Escrowee of Xxxxxx's written request therefore. Both parties shall promptly execute all reasonable documents and perform all acts reasonably required by the Escrowee to allow it to perform its obligations under this paragraph. If during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, the Leased Premises with all reasonable speedare damaged or destroyed to the extent of fifty (50%) percent of its replacement cost, and the rents shall recommence or damaged or destroyed such that Lessee cannot carry on the date business as a casual dining Xxxxx Xxxxxxxxx Xxxxx Xxxxxx /s/ XX Xxxxxx /s/ RPJ 5/28/99 restaurant without being closed for more than ninety (90) days, then Lessee may elect, within 30 days of such damage, to exercise at least one (1) option to renew this Lease so that the repairs are completed. Lessee shall be under no obligation to so repair during remaining term of the last Lease is not less than five (5) years years. If Xxxxxx does not elect to exercise such option to renew this Lease, or if no option to renew remains, then this Lease shall terminate on the earlier of Xxxxxx's receipt of the insurance proceeds payable for the damaged improvements, and the amount of the applicable deductible or the expiration of the term of the this Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjuxx xxx xxxxm under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($1000,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) IfIf the premises are rendered untenable for a period in excess of seven days, during for any reason beyond the term control of this Leaseeither party, the Leased Premises are totally Lease shall terminate as of the date of such destruction or partially destroyed by fire or the elementsdamage, so and rent shall be prorated as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either that date. Lessor or Lessee shall have the right to terminate this determine tenability. Should Lessor make a determination of temporary untenability (i.e. due to loss of heat, power or water), Lessor may, at Lessor’s sole option, approve a prorated per day credit for rent paid; however, Lessor assumes no obligation for reimbursement to Lessee of other accommodations or hotel/motel expenses. Lessee may not withhold rent for any such expenses without the written consent of Lessor. ISSUANCE OF KEYS AND PENALTIES There shall be one key issued per tenant upon the above-referred date the Lease from becomes effective. At the date termination of such damage the lease each Lessee or destruction Lessee(s) shall return to the Lessor ALL KEYS including the original key and all copies made by giving written noticethe Lessee(s). The parties agree Failure to use reasonable promptness to obtain return all keys will result in a Twenty-Five ($25.00) Dollar penalty and cost of locksmith. Lost key policy: In the opinion event that the Lessee loses a key, the unit must be re-keyed at the Lessee’s expense and be done by Lessor. Replacement of such licensed third party arbitratorkeys or re-keying after business hours will be at the Lessee’s expense at a charge of $50.00 and locksmith charges. Upon In the giving event of such noticean emergency outside normal business hours, should Lessee effect any lock alteration or key change, Lessee shall immediately surrender deliver new key(s) to Xxxxxx Management no later than the Leased Premises and all interest therein to close of the first business day following such alteration or change. ACCELERATION CLAUSE In the event Lessee(s) should breach any of the terms of this Agreement, Lessor, and in case of any such terminationaddition to the other rights contained herein shall have the right to accelerate all remaining rents which shall come due hereunder until the expiration date hereon. This includes, but is not limited to, Abandonment, Eviction, lease violations, etc. Lessor may re-enter and repossess the Leased Premises and may dispossess take all parties then in possession thereoflegal steps necessary to collect these unpaid funds. If not otherwise terminatedFurthermore, in the event the Leased Premises shall there will be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from 1.5% interest charged monthly on any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence balances owed on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovelease.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($1000,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjxxx xxx xxxim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($100,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Twenty-Five Thousand Dollars ($25,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Twenty Five Thousand Dollars ($25,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Ten Percent (10%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable speed, and opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of an independent third party contractor as to the date that the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveproceeds.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjusx xxx xxxxx under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 11% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. 22.1 In the event the building on the Leased Premises is damaged or destroyed by fire, casualty or disaster Landlord shall promptly and diligently cause the same to be substantially restored to the prior existing condition (Awith any additional improvements required by virtue of any changes in ordinances, or building codes) Ifwithin one hundred eighty (180) days after commencement of such repairs and in no event more than two hundred twenty (220) days after the occurrence of such damage, using contractors and suppliers at its sole discretion; provided, however, that if Tenant has failed to maintain insurance which complies with the provisions of Section 9 above, any costs of restoration not covered by insurance shall be paid by Tenant; and provided, further, however that if Tenant has maintained insurance which complies with the provisions of Section 9 above, any costs of restoration which exceed the proceeds of insurance shall be paid by Landlord. This Lease shall remain in full force and effect except that an abatement of Rent and other charges under this Lease shall be allowed Tenant for such part of the Premises as shall be rendered unusable by Tenant in the conduct of its business during the term time as such part is so unusable, as determined by the agreement of Landlord and Tenant, or, if they are unable to agree, by arbitration in accordance with Section 33; provided that if the space rendered unusable is of such a nature that Tenant cannot reasonably operate its business from the Premises, as reasonably determined by Tenant, then the Rent and other charges under this Lease shall xxxxx completely until all repairs are complete. If such repairs cannot be made within the time periods above, or if the estimate of the cost of making such repairs exceeds fifty percent (50%) of the value of the Premises, either party may elect, upon written notice to the other within sixty (60) days after the date of such casualty, to terminate this Lease, in which event this Lease shall terminate and all Rent shall be prorated as of the Leased date of the casualty. In the event that any casualty occurs during the last twelve (12) months of the then current Term of this Lease which casualty will, in Tenant’s reasonable opinion, not be repaired in time to return the Premises are totally or partially destroyed by fire or to Tenant with at least nine (9) months remaining under the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinTerm, then either Lessor or Lessee Tenant shall have the right to terminate this Lease from upon written notice to Landlord within sixty (60) days after the date of such damage or destruction by giving written noticecasualty and all Rent shall be prorated as of the date of the casualty. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and net insurance proceeds which are payable in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then casualty resulting in possession thereof. If not otherwise terminated, in the event damage or destruction to the Leased Premises shall be repairedreceived by Landlord, restoredfor the sole purpose of paying for the costs of repairing, restoring, or rebuilding the property so damaged by fire or other risks covered by the insurance, and rebuilt the costs of making temporary repairs, or doing such work as may be necessary to protect the leased property against further injury. If, however, the improvements on the Leased Premises are damaged to the extent of more than fifty percent (50%) of their then value during the last six (6) months of the Term, or any extended or renewal term, and the damage is covered under insurance maintained by Lessee with Tenant meeting the use requirement of insurance proceeds this Lease, either Landlord or Tenant shall have the right to cancel this Lease by notice in writing to the other given within thirty (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (18030) days from of the date of destruction (subject to force majuere such casualty effective as set forth in paragraph C hereofof the date of the notice. In the event this Lease is canceled, then all rents payable by Lessee shall be abated during the period of repair and restoration insurance proceeds attributable to the extent Lessor damage to the Building shall be compensated become the property of Landlord and all such proceeds attributable to the interruption of Tenant’s business, the damage to Tenant’s property, or similar coverages shall become the property of Tenant. Notwithstanding the preceding provisions of this Section 22, in the event that the Building is damaged, or destroyed by the proceeds of rents loss insurance. In no event shall Lessor be fire, casualty or disaster and Tenant is required to provide its own money pay amounts for the repair replacement or restoration repairs in excess of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speedproceeds, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years useful life of the improvements is greater than the then remaining term of the Lease, or as extendedincluding any extensions, but if Lessee Tenant shall desire have the option to rebuild during extend the last 12 months term of this Lease for a period equal to: (a) the total consideration paid by Tenant in excess of the insurance proceeds, divided by (b) the annual lease payments in the prior Lease termYear, Lessor will make insurance proceeds available multiplied by (c) three (3), and the resulting total equals the number of years Tenant shall be allowed the option to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under extend the Lease. Lessor will make insurance For example, if the prior year’s annual base rental under subsection 4.2 above was $403,200.00 and Tenant is obligated to pay $2,000,000 to repair or replace the Premises above and beyond the proceeds available of property insurance, then Tenant would divide $2,000,000 by the prior lease year annual lease expense of $403,200 for a total of 4.96. Tenant would then multiply 4.96 times Three (3) for a total of 14.88, and Tenant would have the option to rebuild lease the Leased Premises for an additional 14.88 years beyond the Original Term and any option terms. This additional term shall be in accordance with the event Lessee rebuilds, except as stated aboveterms of this Lease.

DESTRUCTION OF PREMISES. (Aa) If, during the term of this Lease, the Leased Premises are or the Property is totally or partially destroyed by fire or the elements, so as to render the premises Leased Premises wholly unfit for occupancy, or make makes it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its the business thereinof the Lessee thereon, and if the Leased Premises cannot be repaired within ninety (90) days from the date of the damage, or if Lessor decides, within a reasonable time, not to exceed thirty (30) days, not to rebuild, then either the Lessee or the Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving the other party written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, the Lessee shall immediately surrender the Leased Premises premises and all interest therein to the Lessor, and in case of any such termination, the Lessor may re-enter and repossess the Leased Premises discharged of this Lease, and may dispossess all parties then in possession thereof, provided, however, that Lessee shall have a period of thirty (30) days from termination to remove all personal property/trade fixtures from the Leased Premises. If not otherwise terminated, in In the event the Leased Premises shall be repaired, restored, restored and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty ninety (18090) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofdestruction, then all rents payable by the Lessee shall be abated terminated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurancerestoration. In no event shall the Lessor be required to provide its own money for the repair or restoration of repair, rebuild and restore the Leased Premises other at a cost greater than the net proceeds of moneys monies received by it from any insurance policy or policies covering such loss or damages. Lessee The Lessor shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. completed and the Lessor has given five days prior written notice to Lessee shall be under no obligation to so repair during that the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveare again fit for occupancy.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable no event longer than commercially reasonable and in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease any event no longer than one year from the date of such damage or destruction by giving written notice. The parties agree destruction) and subject to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such noticeprovisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as nearly as may be practical to their condition immediately surrender the Leased Premises and all interest therein prior to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereofcasualty. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xxder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve (or title insurance or other security over any of the foregoing reasonably acceptable to Lessor). If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable for subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Leased Premises and rent hereunder shall be reduced by 11.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with all reasonable speedEscrowee for disbursement under the construction escrow agreement. Provided, and further, that should the rents shall recommence on Leased Premises be damaged or destroyed in the date third or second to last Lease Year to the extent of fifty (50%) percent of its value, or in the last Lease Year to the extent of twenty-five (25%) percent of its value, then, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the repairs are completed. Lessee shall be under no obligation to so repair during remaining term of the last Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of all of the term of the insurance proceeds to which Lessor is entitled under this Lease, which shall be at least equal to the estimated cost of such repair or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboverestoration.

DESTRUCTION OF PREMISES. (Aa) IfIn the event of a partial destruction of the premises before or during the lease term by a cause covered by the typical standard form fire, extended coverage, and malicious mischief insurance, Lessor shall make necessary repairs within 120 days, to the extent of the insurance proceeds made available to Lessor, provided such repairs can be made under applicable public laws and regulations. Partial destruction shall not void this Lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, provided that the damage is not the result, of the gross negligence or willful misconduct of Lessee or Lessee’s agents, contractors, employees, invitees, or licensees. If the repairs cannot be made within 120 days, Lessor may elect to make same within a reasonable period of time, this Lease continuing in full force and effect and the rent to be proportionately abated as provided in this Paragraph. In the event that Lessor does not so elect, or if the repairs cannot be made under such laws and regulations, this Lease may be terminated at the option of either Lessor or Lessee by written notice to the other within thirty (30) days after the occurrence of the damage. (b) Intentionally omitted (c) A total destruction of the building, excluding foundations, in which the of which the premises are a part shall terminate this lease. (d) If the premises are partially destroyed or damaged during the last twelve months of the term of this Lease, this Lease may be terminated at the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion option of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee by written notice to the other within thirty (30) days after the occurrence of the damage. If the premises are repaired by Lessor, Lessee, and not Lessor shall have repair or replace the property of Lessee, including improvements installed on the premises by Lessee. In the event this Lease is terminated under the provisions of this paragraph, the portion of any rentals paid in advance by Lessee to Lessor covering the period following such termination shall be repaid by Lessor to Lessee. Lessee waives any right to terminate this Lease from as a result of any statutory provisions now or hereafter in effect pertaining to the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration demised premises of the Leased Premises other than the net proceeds building of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs which demised premises are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, a portion except as stated aboveexpressly provided herein.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjxxx xxx xxxim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($1000,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said premises during the term said term, from any cause, Lessor shall forthwith repair the same, provided such repairs can be made within sixty (60) days under the laws and regulations of State, Federal, County or Municipal authorities, but such partial destruction shall in no ways annul or void this lease, except that Lessee shall be entitled to a proportionate deduction of rent while such repairs are being made, such proportionate deduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Lessee in the said premises except if more than fifty percent (50%) of the Premises is destroyed, Lessee shall pay no rent until it is repaired. If such repairs cannot be made in sixty (60) days, Lessor may, at his option, make same within a reasonable time not to exceed 90 days, this lease continuing in full force and effect and the rent to be proportionately rebated as aforesaid in this paragraph provided. In the event that Lessor does not so elect to make such repairs which cannot be made in sixty (60) days, or such repairs cannot be made under such laws and regulations, this lease may be terminated at the option of either party. In respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this Leaseparagraph, the Leased Premises provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are totally or partially waived by Lessee. In the event that the building in which the demised premises may be situated be destroyed by fire or to the elementsextent of not less than 33 1/3% of the replacement cost thereof, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right may elect to terminate this Lease from lease, whether the date demised premises be injured or not. A total destruction of the building in which the said premises may be situated shall terminate this lease. In the event of any dispute between Lessor and Lessee relative to the provisions of this paragraph, they shall each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding upon both Lessor and Lessee, who shall bear the cost of such damage or destruction by giving written noticearbitration equally between them. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises Said arbitration shall be repaired, restored, and rebuilt by Lessee with conducted under the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration auspices of the Leased Premises other than the net proceeds California Rules of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveJudicial Arbitration.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Premises are totally or partially destroyed Building shall be damaged by fire or other casualty and such damage prevents Tenant from using the elementsPremises in substantially the same manner as it was used prior to such casualty or damage, so as to render and such damage is not repaired by Landlord within ninety (90) days after the premises wholly unfit for occupancydate of such fire or casualty (or, or make it impossible in the opinion case of a licensed third party arbitrator knowledgeable in damage the child care business repair of which reasonably acceptable requires more than ninety (90) days, if Landlord has not commenced such repair or is not proceeding with reasonable diligence under the circumstances to Lessee and Lessorcomplete such required repairs) or if such damage cannot reasonably be repaired or restored within one hundred eighty (180) days after the date of such fire or casualty, for Lessee to conduct its business therein, then either Lessor Tenant or Lessee Landlord shall have the right to terminate this Lease from by written notice to the other delivered not more than one hundred and twenty (120) days following the occurrence of the damage. If Landlord elects not to seek to repair such damage, but does not simultaneously elect to terminate the Lease, Landlord shall notify Tenant of its election not to repair within thirty (30) days after the date of such damage fire or destruction by giving written notice. The parties agree casualty, and Tenant’s right to use reasonable promptness to obtain the opinion terminate this Lease shall begin upon receipt of such licensed third party arbitratornotice from Landlord. Upon In the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case event of any such termination, Lessor may re-enter with respect to any portion of the Premises which was not damaged, Tenant shall be required to comply with all of the other requirements of this Lease relating to the termination, cancellation or expiration of this Lease, including without limitation the requirements of Section 35 relating to surrender of the Premises. From the date of the casualty until the effective date of such termination, the Rent shall be abated by multiplying the Rent then due by a fraction the numerator of which shall be the number of square feet of the Premises which is not usable and repossess in fact is not used by Tenant and the Leased Premises and may dispossess all parties then in possession thereofdenominator of which shall be the total number of square feet of the Premises. In the event, however, that such damage is due to the negligence or willful misconduct of the Tenant, Tenant’s servants, employees, agents, visitors or licensees, there shall be no apportionment or abatement of Rent. If not otherwise terminated, in the event the Leased Premises Building shall be repaireddamaged by fire or other casualty and neither Tenant nor Landlord elects to terminate this Lease, restoredas provided above, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available)Landlord, but otherwise at its own sole cost and expense, within one hundred eighty (180) days from shall promptly repair or reconstruct the date of destruction (subject damage to force majuere as set forth in paragraph C hereofthe Building and Tenant, then all rents payable by Lessee at its cost and expense, shall promptly repair or reconstruct any damage to Tenant’s leasehold improvements, alterations or modifications to the Premises made after the Commencement Date. Until such time that the damage is substantially repaired, the Rent shall be abated during by multiplying the period Rent then due by a fraction the numerator of repair which shall be the number of square feet of the Premises which is not usable and restoration in fact is not used by Tenant and the denominator of which shall be the total number of square feet of the Premises. In the event, however, that such damage is due to the extent Lessor gross negligence or willful misconduct of the Tenant, Tenant’s servants, employees, agents, visitors or licensees, there shall be compensated by the proceeds no apportionment or abatement of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveRent.

DESTRUCTION OF PREMISES. In the event of a partial destruction of the premises during the term hereof, from any cause, landlord shall forthwith repair the same, provided that such repairs can be made within sixty (A60) Ifdays under existing governmental laws and regulations, during but such partial destruction shall not terminate this lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Tenant on he premises. If such repairs cannot be made within said sixty days, Tenant, at his option, may make the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid, and in the event that the Landlord shall not elect to make such repairs which cannot be made within sixty days, this lease may be terminated at the option of either party. In the event that the building in which the demised premises may be situated is destroyed to an extent or not less than one-third of the replacement costs thereof, Landlord may elect to terminate this lease whether the demised premises by injured or not. A total destruction of the building in which the premises are situated shall terminate this lease. Landlord's Remedies on default. If Tenant defaults in the payment of rent, or any additional rent, or defaults in the performance of any of the other covenants or conditions hereof, Landlord may give Tenant notice of such default and if Tenant does not cure any such default within 45 days after the giving of such notice (or if such other default is of such nature that it cannot be completely cured with such period, if Tenant does not commence such curing within such 45 days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Landlord may terminate this lease on not less than 30 days notice to Tenant. On the date specified in such notice the term of this Lease, lease shall terminate and the Leased Premises are totally or partially destroyed by fire or the elements, so as to render Tenant shall then quit and surrender the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee Landlord but Tenant shall remain liable as hereinafter provided. If this lease shall have been so terminated by Landlord, landlord may at any time thereafter resume possession of the right premises by any lawful means and remove Tenant or other occupants and their effects. No failure to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of enforce any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises terms shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovedeemed a waiver.

DESTRUCTION OF PREMISES. (A) If, If at any time during this Lease the term of this Lease, the Leased Premises are is totally or partially destroyed or damaged, by fire or any peril fully covered by the elementsinsurance provided for herein, so as rendering the Premises totally or partially inaccessible or unusable, Lessor shall promptly commence repair of the same and prosecute said work diligently to render the premises wholly unfit for occupancycompletion. Lessor shall have no obligation to repair, restore, or make it impossible in replace Lessee’s trade fixtures or personal property and Lessee shall be solely responsible therefore. Notwithstanding the opinion above, if (a) during the last year of the Term if Lessee has not exercised or does not then exercise its Option pursuant to the Option Agreement, attached hereto as Exhibit D and incorporated herein by reference, the Premises is damaged as a result of fire or any other insured casualty, or (b) the Premises are damaged to the extent of twenty-five percent (25%) or more of the replacement value of the Premises, or (c) the Premises is damaged or destroyed as a result of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereincasualty not insured against, then either Lessor or Lessee shall have the right right, to be exercised by notice in writing to Lessee given within ninety (90) days after said occurrence, to terminate this Lease. The provisions of this Section shall supersede the obligations of Lessor to make repairs under Section Six of the Lease. Lessor and Lessee agree that any and all applicable insurance proceeds for damage to or destruction of the Premises shall be made available to Lessor and used for the sole purpose of repairing, rebuilding, and/or restoring the Premises, unless this Lease from is terminated as the date result of such damage or destruction by giving written noticedestruction. The parties agree to use reasonable promptness to obtain In the opinion event of such licensed third party arbitrator. Upon the giving of such noticerepair, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessorreconstruction, and restoration as provided for in case of any such terminationthis Section, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee rent shall be abated proportionately with the degree to which Lessee’s use of the Premises are impaired, for a reasonable time period from the occurrence of the damage until completion of such repair, reconstruction, and restoration, including any alterations, additions, or improvements made by Lessee. Lessee shall continue operation of its business upon the Premises during the any such period of repair and restoration to the extent reasonably practicable and, except as hereinabove specified, shall pay to Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises all additional rent and other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option charges accruing under the Lease. Lessor will make insurance proceeds available Lessee shall not be entitled to rebuild the Leased Premises any compensation or damages for loss in the event Lessee rebuildsuse of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by any such damage, repair, reconstruction, or restoration, except as stated aboveto the extent Lessee has separately insured such risks.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises Leased Premises wholly unfit for occupancy, or make it impossible to conduct the business of Lessee thereon, and if in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinLessor the Leased Premises cannot be repaired within one hundred eighty (l80) days from the date of the damage, then either Lessor or Lessee in the last two years of the Lease Term shall have the right to terminate this Lease from the date of such damage or destruction by giving Lessee written notice. The parties agree Lessor's option to use reasonable promptness so terminate shall not apply if Lessee, within 30 days after receipt of the notice of termination, exercises any remaining Option to obtain Renew the opinion of such licensed third party arbitratorLease Term. Upon the giving of such noticetermination notice by Lessor, if Lessee shall not so extend the term hereof, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedOtherwise, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use out of any insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expensereceived, within one hundred eighty (180) days from the date of destruction (subject destruction. The insurance proceeds designated for building and improvements or the items of personalty owned by the Lessor and leased to force majuere as set forth in paragraph C hereof, then all rents Lessee hereunder under shall be used to reimburse Lessee for the cost of rebuilding or restoration of the Leased Premises and replacement of such personalty leased to Lessee from Lessor. Insurance proceeds designated for the loss or damage of Lessee's Personalty or Trade Fixtures shall not belong to the Lessor. Rents payable by Lessee shall not be abated during the period of repair and restoration to the extent Lessor restoration. Except as otherwise provided herein, Lessee shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of repair, rebuild and restore the Leased Premises other than Premises, but Lessor shall only be obligated to contribute the net proceeds of moneys monies received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the rents insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall recommence on be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the date that the repairs are completedterms and conditions of a commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be under no obligation subject to so repair during the reasonable approval of Lessor. Notwithstanding anything above to the contrary, except in the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months year of the Lease termTerm as aforesaid, whether in the event of a partial or total destruction of the Leased Premises, Lessor will shall make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises Premises, provided Lessee shall, either through Business Interruption Insurance or otherwise, continue to pay Rent during the period of repair and restoration, and Lessee and any guarantor confirm in writing their continued liability for the event obligations of Lessee rebuilds, except as stated abovehereunder.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable for subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Leased Premises with all and rent hereunder shall be reduced by 10.25% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable speedsatisfaction, the availability of such funds necessary to completion construction and the rents shall recommence on the date that the repairs are completed. Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises be under no obligation damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of the approved independent third party architect as to the estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available to rebuild the Leased Premises conditioned for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessee then exercising its next renewal option under the Lease. Lessor will make Lessor's receipt of insurance proceeds available (and the deductible thereunder) payable under policies maintained pursuant to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovethis Lease.

DESTRUCTION OF PREMISES. (A) IfIf the Premises or the Building are damaged or destroyed, in whole or in part, at any time during the term Term by fire or other casualty and the Lease is not terminated pursuant to Section 8.02, Landlord with due diligence will repair and rebuild the Premises and the Building so that after such work of repairing and rebuilding has been completed, the Premises shall be substantially the same as that immediately prior to such damage, including, without limitation the Tenant Improvements. Landlord shall not be required to restore any unleased premises in the Building, except for the Common Areas, or any of Tenant’s personal property, trade fixtures or equipment, and except as otherwise required by Applicable Law or to otherwise maintain the Building in a safe and legal condition in accordance with the terms of this Lease. Any provisions contained in this Lease requiring repairs, rebuilding, restoration or reconstruction or providing for the Leased use of insurance proceeds for any purpose shall be subject to the rights of the mortgagee of Landlord. In the event more than fifty percent (50%) of the Premises are totally damaged or partially destroyed by fire and less than one (1) year is left in the Term of the Lease (unless Tenant has exercised a renewal option), either party, at its election, may terminate this Lease. Within sixty (60) days after the date of any casualty affecting the Premises or the elementsBuilding, so as Landlord shall provide Tenant with an estimate from an independent architect or general contractor estimating the amount of time it shall take for Landlord to render repair and restore the premises wholly unfit for occupancydamage to the Premises and the Building (the “Repair Estimate”). If the Repair Estimate provides that the damage cannot be fully repaired and restored within 270 days of the date of the casualty, then Tenant may terminate this Lease by notice (the “Casualty Termination Notice”) to Landlord given within thirty (30) days after Tenant’s receipt of the Repair Estimate, and in such event, this Lease shall terminate on the date which is thirty (30) days after the date of the Casualty Termination Notice. Notwithstanding the foregoing, in the event that Tenant fails to send the Casualty Termination Notice or elects not to terminate this Lease following receipt of the Repair Estimate and Landlord fails to substantially complete the repairs and/or restoration to the Premises and/or the Building within the time set forth in the Repair Notice (the “Outside Restoration Date”), then Tenant may terminate this Lease by giving the Casualty Termination Notice within thirty (30) days after the Outside Restoration Date, and in such event, this Lease shall terminate on the date which is thirty (30) days after the date of the Casualty Termination Notice. If Tenant does not terminate this Lease following receipt of the Repair Estimate, Landlord shall proceed with reasonable diligence to repair and restore the Premises and the Building to substantially the condition existing immediately prior to the casualty, subject to the terms of this Article. Notwithstanding the foregoing, if Tenant gives a Casualty Termination Notice and prior to the date of termination specified in the notice, Landlord substantially completes the restoration in accordance with this Section 8.01A, then Tenant’s Casualty Termination Notice shall be without force or effect and this Lease shall continue in full force and effect. The Outside Restoration Date shall be extended by any cumulative period of delays caused by Tenant, or make it impossible up to sixty (60) days due to force majeure. Notwithstanding anything to the contrary in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorthis Article, for Lessee to conduct its business therein, then either Lessor or Lessee Tenant shall have the no right to terminate this Lease if Tenant is occupying and doing business from the date of such damage or destruction by giving written notice. The parties agree Premises at time Tenant would otherwise be entitled to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveexercise a termination right.

DESTRUCTION OF PREMISES. (A) IfIf the Slip or MARINA are damaged or destroyed so that the enjoyment of the Slip is substantially impaired, during then the term Rent shall be proportionately paid up to the time of this Leasethe casualty and thenceforth shall cease until the date when the Slip and MARINA have been repaired or restored by MARINA; provided, the Leased Premises are totally or partially destroyed by fire or the elementshowever, so as to render the premises wholly unfit for occupancy, or make it impossible that in the opinion event of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorsuch substantial impairment, for Lessee to conduct its business therein, then either Lessor MARINA or Lessee OWNER shall have the right to terminate this Lease from the date term of the Sublease by giving notice to the other of his/her exercise of such right at any time within thirty (30) days after the occurrence of such damage or destruction by giving written destruction. If this notice is given, the term of the Sublease shall terminate on the date specified in the notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the , (which shall be not more than fifteen (15) days after giving of such notice) as fully and completely as if such date were the date set forth in the Sublease for the termination of the Sublease. If OWNER exercises the option to terminate the Sublease, Lessee OWNER must immediately vacate the Slip and remove the Boat at OWNER's expense. If neither party has given the notice of termination as herein provided, MARINA shall immediately surrender proceed to repair the Leased Premises Slip and all interest therein to LessorMARINA, and the Sublease shall not terminate. If the Slip or MARINA shall be partially damaged or partially destroyed without substantial impairment of OWNER's enjoyment of the Slip, the damages shall be repaired by and at the expense of MARINA and the Rent until such repairs are made shall be apportioned according to the part of the Slip which is unusable by OWNER. MARINA shall not be liable for any inconvenience or annoyance to OWNER resulting in case of any way from such termination, Lessor may re-enter and repossess damage or the Leased Premises and may dispossess all parties then in possession repair thereof. If not otherwise terminatedthe Slip or MARINA are partially damaged or partially destroyed as a result of the wrongful or negligent act of OWNER, in a member of OWNER's family, or other person on the event the Leased Premises Slip or MARINA with OWNER's consent, there shall be repaired, restored, and rebuilt by Lessee with the use no apportionment or abatement of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveRent.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a Tractor Supply Store without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. If the building on the premises is damaged or destroyed by fire, earthquake, acts of God, the elements or as the result of faulty construction or design, Lessee shall give immediate notice thereof to Lessor and the monthly rent due hereunder shall be immediately reduced by an amount equal to the amount of rent per square foot to be paid hereunder multiplied by the number of unusable square feet of floor space. If any such damage or destruction is covered by insurance as provided in Paragraph 19 hereof, Lessor shall, at Lessor's sole cost and expense, repair the damage as soon as possible after such damage or destruction; provided, however, that if such damage or destruction exceeds thirty-five percent (A35%) Ifof the replacement value of the building, during either party may terminate this Lease within thirty (30) days after such damage or destruction. If neither party has terminated this Lease, or the damage or destruction is less than said thirty-five percent (35%), Lessor shall be responsible for reconstruction as above provided and Lessor shall be entitled to all real property insurance proceeds. If this Lease is terminated, the parties shall be entitled to the insurance proceeds in the same manner that they are entitled to the condemnation award as provided in Paragraph 24 hereof. If a damage or destruction caused by fire, earthquake, acts of God or the elements is not covered by insurance as provided in Paragraph 19 hereof, Lessor shall at Lessor's sole cost and expense repair the damage as soon as possible after such damage or destruction; provided, however, that if such damage or destruction exceeds thirty-five percent (35%) of the replacement value of the building, either party may terminate this Lease within thirty (30) days after such damage or destruction. If neither party has terminated this Lease, or the damage or destruction is less than said thirty-five percent (35%), Lessor shall be responsible for reconstruction as above provided, but Lessor's expense for said reconstruction, said expense being the construction costs as defined in Exhibit C to the Phase III Lease between the parties and of even date herewith, shall be repaid to Lessor by Lessee in equal installments amortized over the remaining term of this Lease, including any options exercised by Lessee, including interest at a rate of two percent (2%) over the Leased Premises are totally or partially destroyed best rate obtainable by fire or the elements, so as Lessor for funds used to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of finance such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovereconstruction."

DESTRUCTION OF PREMISES. (Aa) IfTenant shall give prompt written notice to Landlord of any damage caused to the Premises by fire or other casualty. Landlord shall provide Tenant with a good faith written estimate (the “Damage Notice”) of the time needed to repair the damage caused by such Casualty, during which Damage Notice shall specify Landlord’s intentions with respect to the term restoration of the Premises or the termination of this Lease, consistent with the Leased Premises are totally or partially destroyed by fire or the elements, so as terms of this Section 18. Landlord shall deliver such Damage Notice to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from Tenant: (i) within sixty (60) days after the date of such damage casualty if such casualty affects more than the Building, e.g., an earthquake, or destruction by giving written notice. The parties agree to use reasonable promptness to obtain (ii) within thirty (30) days after the opinion date of such licensed third party arbitratorcasualty if such casualty affects only the Building, e.g., a fire contained within the Building. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in In the event of a partial destruction of the Leased Premises during the Term resulting from fire or other casualty insurable under standard fire and extended coverage insurance, Landlord shall be repaired, restored, proceed with reasonable diligence and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expenseexpense to rebuild and repair the portions of the Premises that Landlord is required to insure provided such repairs, in Landlord’s sole but reasonable opinion, can be completed within one hundred eighty fifty (180150) days from and there are sufficient available insurance proceeds to pay for the date cost of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee same. Such repairs shall be abated during the period made in accordance with applicable Laws. Such partial destruction shall in no way annul or void this Lease, except that Tenant shall be entitled to a reduction of repair and restoration Rent while such repairs are being made, in proportion to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration square footage of the Leased Premises other than the net proceeds of moneys received which is rendered unusable by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises Tenant in the event Lessee rebuilds, except as stated aboveconduct of its business.

DESTRUCTION OF PREMISES. (A) IfIn case the Premises, or the building in which the same are located, are totally destroyed by any cause whatsoever prior to the commencement of or during the term of this Lease, then this Lease shall immediatelyterminate and neither party shall have any further rights or be under any further obligations on account of this Lease, except Lessee for any unpaid rent; and if Lessee is not in default in the Leased performance of any obligations under this Lease, Lessor shall to Lessee any unearned rents paid in advance by Lessee. For the purposes of this Section, damage or injury to the extent of fifty percent (50%) of the value of the leased Premises at the time of the damage, shall constitute a “total destruction” thereof. In case the Premises or the building in which the same are totally or situated are partially destroyed by fire any cause whatsoever, Lessor with reasonable promptness shall, within thirty working days, repair and rebuild the same, providing the same can be repaired and rebuilt under State and local laws and regulations. For the purposes of this Section “partial destruction” shall include: (1) damage or injury that does not amount to fifty percent (50%) of the elements, so as to render value of the premises wholly unfit for occupancy, Premises at the time of damage; or make it impossible in (2) damage that prevents Lessee’s use and occupancy of all or a part of the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee Premise to conduct its business therein, then either Lessor or business. As Lessee shall have 562 Xxxxxxxx R If Xxxxxx is temporarily unable to occupy the right to terminate this Lease from the date Premises for a period of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such noticetime following a partial destruction, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money make any payments required by this Lease for the repair that same period of time, including, but not limited to, payments for rent, utilities, or restoration janitorial services. If Lessee is temporarily unable to occupy a portion of the Leased Premises other than the net proceeds for a period of moneys received by it from any insurance policy or policies covering such loss or damages. time following a partial destruction, Lessee shall be liable continue to pay rent, utilities, janitorial services or other monthly payments required by this Lease for repair that period of time, reduced to the proportion that the portion of the Leased Premises with all reasonable speed, and occupied by Lessee bears to the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveentire Premises.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said Premises during the term Lease Term from any cause which is covered by Lessor’s property insurance, Lessor shall forthwith repair the same, provided such repairs can be made within one hundred eighty (180) days after receipt of building permit under the laws and regulations of State, Federal, County, or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of Rent until such repairs are substantially complete. With respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the Leased terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Lessee. In the event that the Building in which the subject Premises may be situated is destroyed to an extent greater than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof, Lessor may, at its sole option, elect to terminate this Lease, whether the Building is insured or not. A total destruction of the building in which the subject Premises are totally situated shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to repair or partially destroyed rebuild to the extent of available insurance proceeds plus any applicable deductible amounts paid by fire tenants . Should Lessor determine that insufficient or no insurance proceeds are available for repair or reconstruction of Premises, Lessor, at its sole option, may terminate the elementsLease; provided, so as however Lessee shall have the option of continuing this Lease notwithstanding such termination by Lessor by agreeing to render pay all repair costs to the premises wholly unfit subject Premises. Notwithstanding anything to the contrary contained herein, if Tenant’s use of the Premises is substantially impaired for occupancya period of more than one hundred eighty (180) days after the date of destruction, or make it impossible in during the opinion last twelve (12) months of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinTerm, then either Lessor or Lessee Tenant shall have the right to terminate this Lease from by written notice to Landlord within 10 days after the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveDestruction.

DESTRUCTION OF PREMISES. (A) If, during If the term of this LeasePremises, the Leased Premises are totally Building, or partially destroyed the Property is rendered substantially untenantable by fire or other casualty, the elementsLandlord may elect, so by giving the Tenant written notice within ninety (90) days after the date of the fire or casualty, either to: (a) terminate this Lease as of the date of the fire or other casualty; or (b) proceed to render repair or restore the premises wholly unfit for occupancyPremises, the Building, or make it impossible in the opinion Property (other than the leasehold improvements and personal property installed by the Tenant), to substantially the same condition as existed immediately prior to fire or other casualty. If the Landlord elects to proceed pursuant to 16(b) above, the Landlord's notice shall contain the Landlord's reasonable estimate of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable time required to Lessee and Lessorsubstantially complete the repair or restoration. If the estimate indicates that the time so required will exceed ninety (90) days from the date of the casualty, for Lessee if any, pursuant to conduct its business thereinSection 23, then either Lessor or Lessee the Tenant shall have the right to terminate this Lease from as of the date of such damage or destruction casualty by giving written notice to the Landlord not later than twenty (20) days after the date of the Landlord's notice. The parties agree to use reasonable promptness to obtain If the opinion of such licensed third party arbitrator. Upon Landlord's estimate indicates that the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall repair or restoration can be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, substantially completed within one hundred eighty (180) days from days, or if the Tenant fails to exercise its right to terminate this Lease, this Lease shall remain in force and effect. If the Premises are damaged by fire or other casualty but the Premises are not rendered substantially untenantable, then the Landlord shall diligently proceed to repair and restore the damaged portions thereof (other than the leasehold improvements and personal property installed by the Tenant), to substantially the same condition as existed immediately prior to such fire or other casualty, unless such damage occurs during the last twelve (12) months of the Term, in which event the Landlord shall have the right to terminate this Lease as of the date of destruction such fire or other casualty by giving written notice to the Tenant within thirty (subject to force majuere as set forth in paragraph C hereof30) days after the date of such fire or other casualty. If all or any part of the Premises are damaged by fire or other casualty and this Lease is not terminated, then all rents payable by Lessee the Rent shall be abated during xxxxx for that part of the period Premises which are untenantable on a per diem and proportionate area basis from three (3) days after the date of the fire or other casualty until the Landlord has substantially completed the repair and restoration to work in the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be Premises which it is required to provide its own money for perform, provided, that as a result of such fire or other casualty, the repair or restoration Tenant does not occupy the portion of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering which are untenantable during such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveperiod.

DESTRUCTION OF PREMISES. (A) If, during In the term of this Lease, event that the Leased Premises are shall be totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancyother casualty insured against, or make it impossible shall be so damaged that repairs and restoration cannot be accomplished both (a) within a period of one hundred twenty (120) days, and (b) more than ninety (90) days prior to the expiration of the term hereof, including any renewal term for which the option therefor shall have been exercised, or (c) without cost to Lessor in excess of the opinion insurance proceeds available, if any, this Lease shall automatically terminate without further act of a licensed third either party arbitrator knowledgeable in hereto, and each party shall be relieved of any further obligations to the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or other except that the Lessee shall have be liable for and shall promptly pay the right Lessor any rent then in arrears or the Lessor shall promptly rebate to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case a pro rata portion of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then rent paid in possession thereofadvance. If not otherwise terminated, in In the event the Leased Premises shall be repaired, restoredso damaged that repairs and restoration can be accomplished both (a) within a period of one hundred twenty (120) days, and rebuilt by Lessee (b) more than ninety (90) days prior to the expiration of the term hereof, including renewal term if the option therefor shall have been exercised, this Lease shall continue in effect in accordance with its terms; the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair accomplish such repairs and restoration to the extent Lessor shall be compensated by as promptly as practicable (utilizing therefor the proceeds of rents loss insurancethe insurance applicable thereto without any apportionment therefor for damages to the leasehold interest created by this Indenture); and until such repairs and restoration have been accomplished, a portion of the rent shall abate equal to the proportion of the Leased Premises rendered unusabxx xx the damage. In no event shall Lessor be required to provide its own money for the repair or restoration obligation of the Leased Premises other than Lessor to repair and restore exceed in amount the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair sum of the Leased Premises insurance proceeds paid to Lessor and/or released to Lessor by any mortgagee with all reasonable speedwhich settlement was made, and the rents Lessee agrees to execute and deliver to the Lessor all instruments and documents necessary to evidence the fact that the right to such insurance proceeds is vested in the Lessor. The Lessor shall recommence on notify the Lessee within thirty (30) days following the date that of any such damage or destruction whether or not repairs and restoration can be accomplished both (a) within a period of one hundred twenty (120) days and (b) more than ninety (90) days prior to the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years expiration of the term of hereof, including any renewal term for which the Lease, or as extended, but if Lessee option therefor shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovehave been exercised.

DESTRUCTION OF PREMISES. If any building or improvement standing or erected upon the Premises shall be destroyed or damaged (A"Damage") If, during the term of this Lease, the Leased Premises are totally in whole or partially destroyed in part by fire or other casualty, Landlord shall promptly repair. replace or rebuild ("Restoration") the elementssame at least to the extent of the value and as nearly as practical to the character of the Building or improvements existing immediately prior to the Damage. During such Restoration, so as Tenant shall be entitled to render a proportionate reduction of rent while such Restoration work is being completed, such proportionate reduction to be based upon the premises wholly unfit for occupancyextent to which such Restoration interferes with Tenant's use of the Premises. If: (a) the Premises are encumbered by a mortgage or deed of trust ("Mortgage") and the holder of the Mortgage requires that all or a portion of the proceeds of the insurance be paid to said holder, or make it impossible in (b) the opinion insurance proceeds available for the Restoration are less than 90 percent of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorcost of the Restoration, for Lessee to conduct its business thereinor (c) the Restoration cannot be completed within 120 days, then either Lessor or Lessee shall have the right to terminate Landlord may, at its option, declare this Lease terminated and all parties shall be relieved from further obligation hereunder from the date Date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereofDamage. If the Restoration cannot otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) 120 days from the date of destruction the Damage, then Tenant shall likewise have the right, at its option, to declare this Lease terminated and all parties shall be relieved from further obligation hereunder from the date of the Damage. In the event that either Landlord or Tenant is entitled to declare this Lease terminated as set forth above, than such notice shall be given within thirty (subject 30) calendar days from the date of determination that the Restoration cannot be completed within 120 days by the party declaring such to force majuere the other party. Anything in this section 17 to the contrary notwithstanding, if the improvements contained on the Premises are substantially damaged or destroyed from any cause whatsoever during the last eighteen (18) month period of this Lease, Landlord may, at its option, declare this Lease terminated and all parties shall be relieved from further obligation hereunder from that date of said damage. However, if an option to extend the term of this Lease is granted herein, then if Tenant exercises said option within twenty (20) calendar days from the date of Damage and if the remaining term plus the option period is for a period of time longer than eighteen (18) months, Restoration and the parties' obligations and rights shall be as set forth in paragraph C hereof, then all rents payable by Lessee the preceding paragraph. All insurance proceeds paid as a result of a casualty shall be abated during the period of repair sole and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration exclusive property of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveLandlord.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable for subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Leased Premises with all and rent hereunder shall be reduced by 9.875% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable speedsatisfaction, the availability of such funds necessary to completion construction and the rents shall recommence on the date that the repairs are completed. Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises be under no obligation damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Xxxxxx and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of the approved independent third party architect as to the estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available to rebuild the Leased Premises conditioned for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessee then exercising its next renewal option under the Lease. Lessor will make Xxxxxx's receipt of insurance proceeds available (and the deductible thereunder) payable under policies maintained pursuant to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovethis Lease.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust any claim under such insurance poxxxxxx xxxx the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Ten Percent (10%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire from Lessee its interest in the Lease Premises, and annual rent hereunder shall be reduced by 11.25% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable speed, and opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of an independent third party contractor as to the date that the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, during In the term event of this Lease, damage or destruction of the Leased Premises are totally or partially destroyed by fire or the elementsany other casualty, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise be terminated, in the event but the Leased Premises shall be repairedpromptly and fully repaired and restored as the case may be by the Landlord to the extent of Landlord's insurance proceeds provided such repair and or restoration returns the Leased Premises to substantially the condition prior to such damage or destruction. Due allowance, restoredhowever, shall be given for reasonable time required for adjustment and settlement of insurance claims, and rebuilt for such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of the Landlord. It is agreed that in the event of damage or destruction, this Lease shall continue in full force and effect, except for abatement of rent as provided herein. If the condition is such as to make the entire Leased Premises “Untenantable”, then the rental which the County is obligated to pay hereunder shall xxxxx as of the date of the occurrence until the Leased Premises have been fully restored by Lessee with the Landlord. Any unpaid or prepaid rent for the month in which said condition occurs shall be prorated and credited or paid to the appropriate party. If the Leased Premises are partially damaged or destroyed, then during the period that County is deprived of the use of insurance proceeds (which Lessor the damaged portion of said Leased Premises, County shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration pay rental prorated to reflect that portion of the Leased Premises other than which continues to be “Tenantable” and appropriate for County's use. Landlord will proceed at its expense and as expeditiously as may be practicable to repair the net proceeds damage. Notwithstanding any of moneys received by it from any insurance policy the foregoing, in the event of substantial damage or policies covering such loss destruction, and Landlord should decide not to repair or damages. Lessee shall be liable for repair of restore the Leased Premises with all reasonable speedor the building, in which event and the rents shall recommence on at Landlord's sole option, Landlord may terminate this Lease forthwith, by giving County a written notice of its intention to terminate within sixty (60) days after the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Leasecasualty. No compensation, or claim, or diminution of rent other than as extendeddescribed above will be allowed or paid, but if Lessee shall desire by Landlord, by reason of inconvenience, annoyance, or injury to rebuild during business, arising from the last 12 months necessity of the Lease term, Lessor will make insurance proceeds available to rebuild repairing the Leased Premises conditioned upon Lessee then exercising its next renewal option under or any portion of the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveBuilding of which they are a part.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Premises are totally shall be wholly or partially damaged or destroyed by fire fire, by the elements or by other causes, Tenant shall, at its sole cost and expense, and whether or not the elementsinsurance proceeds are sufficient for the purpose, so as promptly commence and thereafter diligently pursue to render completion the premises wholly unfit for occupancyrestoration or rebuilding of the Premises to its prior condition, subject to any changes which may be approved by Landlord pursuant to Section 11 hereunder. Tenant shall have a reasonable time within which to complete the repair, restoration or make it impossible rebuilding of the Premises, provided that Tenant diligently pursues the same and completes the same on or before the scheduled expiration of the Lease Term. If any damage or destruction to the Premises occurs within the last two (2) years of the Lease Term and the time needed to complete the repair work shall exceed (or Tenant reasonably expects the time needed to complete the repair work will exceed) the time that remains in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorLease Term, for Lessee to conduct its business therein, then either Lessor or Lessee Tenant shall have the right to terminate this extend the Lease from Term by giving written notice to Landlord within one hundred twenty (120) days after the date occurrence of such damage or destruction (the “Casualty Extension Notice”) to a date necessary to provide sufficient time for such repair to be completed (not later than twenty-four (24) months after the end of the then-current Lease Term), as specified in the Casualty Extension Notice. However, Landlord may nullify such election by giving written notice. The parties agree notice thereof to use reasonable promptness Tenant (a “Nullification Notice”) within thirty (30) days after the date of the Casualty Extension Notice, in which event the Lease Term shall terminate thirty (30) days after the date of the Nullification Notice, Tenant shall be released from any obligation to obtain the opinion repair any such damage or destruction, and all insurance proceeds payable on account of such licensed third party arbitratordamage or destruction shall be paid directly to Landlord. Upon Notwithstanding any such termination of the giving of such noticeLease Term, Lessee shall immediately surrender on the Leased Premises and all interest therein to Lessor, and in case date of any such terminationtermination Tenant shall pay to Landlord an amount equal to the lesser of (a) the Base Rent for the balance of what would have been the Lease Term if such termination had not occurred or (b) the fair market value of the Premises immediately prior to such damage or destruction, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then as determined by Landlord in possession thereofgood faith. If the Lease Term shall not otherwise be terminated, there shall be no abatement of Base Rent, Additional Rent or other charges under this Lease or delay in the event payment of Base Rent, Additional Rent or other charges under this Lease on account of all or any portion of the Leased Premises being unusable because of damage or destruction. Tenant hereby Waives any statute or law now or hereafter in effect which grants to Tenant the right to terminate a lease or which provides for an abatement of rent on account of damage or destruction. All insurance proceeds payable on account of damage to or destruction of the Improvements by fire or other casualty shall be repaireddeposited with a bank or trust company having assets of at least One Billion and No/100 Dollars ($1,000,000,000.00) (the “Depository”), restoredin trust for the purpose of reimbursing the costs of the demolition, and rebuilt by Lessee restoration, repairs, replacements, rebuilding or alterations to the Improvements; provided, however, if the Lease Term shall be terminated pursuant to the provisions of this Section 16, all insurance proceeds from the policies required in Section 15(c) to name Landlord as loss payee shall be disbursed to Landlord. Insurance proceeds on deposit with the use Depository shall be advanced from time to time to Tenant for costs of the restoration work as such work progresses, upon certification by the architect or engineer in charge of such restoration work that the amounts requested either shall have been paid in connection with such restoration or shall be due to contractors, subcontractors, materialmen, architects or other persons who rendered services or furnished materials on account of the restoration work and, upon completion of such restoration work, the balance remaining in the Depository, if any, shall be disbursed to Landlord. If, at any time, the reasonably anticipated cost of the demolition, restoration, repairs, replacements, rebuilding or alteration to the Improvements exceeds the amount of insurance proceeds on deposit with the Depository, Tenant shall deliver to the Depository the amount of such deficiency. Notwithstanding the foregoing, if the insurance proceeds payable in connection with any damage to or destruction of the Improvements by fire or other casualty are less than Two Million and No/100 Dollars (which Lessor $2,000,000.00) and the Lease Term shall cooperate to make available)not have been terminated, but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee such proceeds shall be abated during payable directly to Tenant, in trust, to be applied against cost of restoring the period of repair and restoration to the extent Lessor Improvements. Such funds shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money used only for the repair or purpose of restoring the Improvements until such restoration of the Leased Premises other than the net work is complete and any excess proceeds of moneys received may be retained by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveTenant.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xnder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Ten Percent (10%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire from Lessee its interest in the Lease Premises, and annual rent hereunder shall be reduced by 11.25% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable speed, and opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of an independent third party contractor as to the date that the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. If any building or improvement standing or erected upon the Premises shall be destroyed or damaged (A"Damage") If, during the term of this Lease, the Leased Premises are totally in whole or partially destroyed in part by fire or other casualty, Landlord shall promptly repair, replace or rebuild ("Restoration") the elementssame at least to the extent of the value and as nearly as practical to the character of the Building or improvements existing immediately prior to the Damage. During such Restoration, so as Tenant shall be entitled to render a proportionate reduction of rent while such Restoration work is being completed, such proportionate reduction to be based upon the premises wholly unfit for occupancyextent to which such Restoration interferes with Tenant's use of the Premises. If: (a) the Premises are encumbered by a mortgage or deed of trust ("Mortgage") and the holder of the Mortgage requires that all or a portion of the proceeds of the insurance be paid to said holder, or make it impossible in (b) the opinion insurance procOeeds available for the Restoration are less than 90 percent of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorcost of the Restoration, for Lessee to conduct its business thereinor (c) the Restoration cannot be completed within 120 days, then either Lessor or Lessee shall have the right to terminate Landlord may, at its option, declare this Lease terminated and all parties shall be relieved from further obligation hereunder from the date Date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereofDamage. If the Restoration cannot otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) 120 days from the date of destruction the Damage, then Tenant shall likewise have the right, at its option, to declare this Lease terminated and all parties shall be relieved from further obligation hereunder from the date of the Damage. In the event that either Landlord or Tenant is entitled to declare this Lease terminated as set forth above, then such notice shall be given within thirty (subject 30) calendar days from the date of determination that the Restoration cannot be completed within 120 days by the party declaring such to force majuere the other party. Anything in this section 17 to the contrary notwithstanding, if the improvements contained on the Premises are substantially damaged or destroyed from any cause whatsoever during the last eighteen (18) month period of this Lease, Landlord may, at its option, declare this Lease terminated and all parties shall be relieved from further obligation hereunder from that date of said damage. However, if an option to extend the term of this Lease is granted herein, then if Tenant exercises said option within twenty (20) calendar days from the date of Damage and if the remaining term plus the option period is for a period of time longer than eighteen (18) months, Restoration and the parties' obligations and rights shall be as set forth in paragraph C hereofthe preceding paragraph, then all rents payable by Lessee All insurance proceeds paid as a result of a casualty shall be abated during the period of repair sole and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration exclusive property of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveLandlord.

DESTRUCTION OF PREMISES. (A) If, If the Premises are damaged or destroyed from any cause during the term of this Leaselease (including option periods) Landlord will within thirty (30) days of the destruction, notify Tenant in writing: 1) whether or not the Leased Premises are totally or partially destroyed by fire or repairs can be made within one hundred fifty (150) days; 2) whether the elements, so destruction is a partial destruction as defined below; 3) if the destruction is an uninsured loss as defined below which Landlord declines to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written noticerepair. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving Within thirty (30) days of such notice, Lessee either party may be written notice to the other terminate this lease if the repairs cannot be made within one hundred fifty (150) days, or if the loss is an uninsured loss unless the Landlord elects to repair the same or if destruction exceeds more than one-half (1/2) of the replacement cost of the premises. If Landlord fails to timely give the notice, Tenant shall immediately surrender have ninety (90) days after destruction to give notice of termination. Lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the Leased extent to which the making of such repairs shall interfere with the business carried on by Tenant in the said Premises in the reasonable judgment of Landlord. In the event that Landlord does not elect to make such repairs, or such repairs cannot be made under such laws and all interest therein regulations, this Lease may be terminated at the option of Tenant. For purposes of this paragraph "partial destruction" shall mean destruction to Lessorthe extent of one-half (1/2) of the Replacement Cost of the Premises or less. In the event the Premises are more than partially destroyed, and in case of any such terminationLandlord, Lessor or Tenant, may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereofelect to terminate this Lease. If not otherwise so terminated, Landlord shall proceed with repairs, this Lease continuing in full force and the rent to be proportionately reduced as aforesaid. In respect to any partial destruction which Landlord is obligated to repair or may elect to repair under the terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Tenant. In all events a total or partial destruction of the Premises by an uninsured casualty with damage costing in excess of $500,000.00 to repair, such event shall terminate this Lease at the option of Landlord. In the event of any dispute between Landlord and Tenant relative to the Leased Premises provision s of this paragraph, they shall each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be repairedfinal and binding upon both the Landlord and Tenant, restoredwho shall bear the cost of such arbitration equally between them. In all events Landlord shall not be required to restore additions, and rebuilt alterations or improvements made by Lessee with Tenant after commencement of this lease or replace Tenant's fixtures or personal property. If the use Landlord does not rebuild the Premises, then Tenants shall be entitled to the prorated portion of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from under the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee policy it carries under Paragraph 13. The prorated portion shall be abated during determined on a straight line basis over the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the original term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during Should the term of this Lease, the Leased Premises are totally or partially destroyed be so damaged by fire or other cause that rebuilding or repairs (including corresponding necessary rebuilding and repairs of the elementsBuilding) cannot, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorLandlord’s architect, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) days from the date of Landlord’s receipt of insurance proceeds and any required building permits, then either Landlord or Tenant may terminate this Lease by written notice to the other given within thirty (30) days of the date after such determination by Landlord’s architect (which determination shall be made by Landlord’s architect and delivered to Tenant within forty-five [45] days following the event of casualty), in which event rent shall be abated from the date of such damage or destruction. However, if the damage or destruction is such that rebuilding or repairs can be completed within one hundred eighty (180) days, Landlord covenants and agrees, subject to the provisions of this Section 29, to promptly commence to make such repairs following receipt of insurance proceeds and any required building permits and thereafter diligently and continuously to prosecute such repairs to completion within two hundred forty (240) days following commencement of such repairs, subject to force majuere majeure, and to allow Tenant an abatement in the Rent for such time as set forth the Premises are untenantable or proportionately for such portion of the Premises as shall be untenantable. Notwithstanding the foregoing, in paragraph C hereofthe event that any such casualty shall not only damage the Premises, but shall also have caused damage to at least fifty percent (50%) of the Rentable Area of the Building as a whole, then all rents payable by Lessee the 240-day period referenced above shall be abated extended to three hundred (300) days, subject to force majeure, during which time Rent shall xxxxx for so long as the period Premises is untenantable (or proportionately xxxxx for such portion of repair the Premises as shall be untenantable). Tenant covenants and agrees that the terms of this Lease shall not be otherwise affected. Such repairs and restoration relating to Tenant’s initial leasehold improvements or improvements otherwise made by or for Tenant shall be made at Tenant’s expense in accordance with plans and specifications approved by Landlord and Tenant. Repairs and restoration to the extent Lessor base Building improvements required by this Lease to be furnished by Landlord at its expense (other than Tenant’s initial leasehold improvements) shall be compensated by the proceeds of rents loss insurancemade at Landlord’s expense. In no event shall Lessor Landlord be required to provide its own money for the repair or restoration replace any trade fixtures, furniture, equipment or other property belonging to Tenant; nor shall Landlord have any obligation to incur any cost to repair, reconstruct or restore the Premises or the Building in excess of insurance proceeds (from insurance maintained or required to be maintained (whether or not actually maintained) by Landlord pursuant to this Lease) from the Leased casualty necessitating such work that are made available to Landlord, under its sole control, for such work. Notwithstanding anything to the contrary contained in this Section, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises other than when the net proceeds of moneys received by it damage resulting from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair casualty occurs during the last five twelve (512) years months of the term of Term, unless Tenant exercises any extension option then available to it, if any such option then currently exists. Notwithstanding anything to the contrary contained in this Section, either party may terminate this Lease, or as extendedby giving written notice to the other within thirty (30) days following the date of damage, but if Lessee shall desire to rebuild when the damage resulting from any casualty occurs during the last 12 twelve (12) months of the Lease term, Lessor will make insurance proceeds available Term and Landlord does not intend to rebuild repair or restore the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovewithin said twelve (12) month period.

DESTRUCTION OF PREMISES. (A) If, during the term Term hereof, the ----------- ----------------------- Premises are damaged by reason of fire or other casualty, Tenant shall give immediate notice to Landlord. If the Premises shall at any time be damaged or destroyed by fire or other casualty, Landlord shall promptly repair or rebuild the same at Landlord's expense in order to restore the Premises to a condition of at least equal value to that existing immediately prior to such occurrence and as nearly similar to it in character as shall be practicable and reasonable. However, if the damage or destruction is caused by the gross negligence or willful misconduct of Tenant, its contractors, agents, employees or invitees, Tenant shall promptly reimburse Landlord for all costs incurred by Landlord in restoring the Premises, upon submission of reasonable supporting documentation evidencing Landlord's expenses. Rent payable hereunder shall xxxxx following such event of damage or destruction until restoration is substantially completed, in the proportion that the rentable square footage of the area of the Premises rendered unusable bears to the entire rentable square footage of the Premises; provided, however, that Rent shall not xxxxx hereunder if the damage or destruction is caused by the gross negligence or willful misconduct of Tenant, its contractors, agents, employees or invitees. Notwithstanding the foregoing, if the Premises shall be so damaged by fire or otherwise that the cost of restoration shall exceed fifty percent (50%) of the replacement value thereof, exclusive of foundations, immediately prior to such damage, Landlord may, within thirty (30) days of such damage, give notice to Tenant of its election to terminate this Lease and, subject to the further provisions of this Article, this Lease shall cease and come to an end on the date of the expiration of ten (10) days from the delivery of such notice with the same force and effect as if such date were the date hereinbefore fixed for the expiration of this Lease, and the Leased Rent shall be apportioned and paid to the time of such termination (subject to the Rent abatement provisions set forth in the immediately preceding paragraph). In such event, the entire insurance proceeds in respect of the Premises are totally (except for any insurance proceeds specifically pertaining to Tenant's personal property) shall be and remain the outright property of Landlord. Notwithstanding anything to the contrary contained above in this Section 6.1, if all or partially destroyed by fire any part of the Premises or the elementsBuilding is damaged or destroyed, so as and if Landlord is unable, within thirty (30) days following such damage or destruction, to render provide Tenant with a good faith, reasonable assurance that Tenant can be given reasonable use of, and access to, a substantially-repaired and restored Premises ("Access") within one hundred twenty (120) days after the premises wholly unfit for occupancydate of the damage or destruction, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to Tenant may terminate this Lease from upon ten (10) days' written notice to Landlord, given at any time within the date earlier of sixty (60) days following such damage or destruction by giving written noticeor thirty (30) days following Landlord's notice to Tenant that Landlord is unable to deliver the above-described assurance to Tenant. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in In the event the Leased Premises shall be repaired, restored, that this Lease is not cancelled and rebuilt by Lessee Landlord fails to provide Tenant with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, Access within such one hundred eighty twenty (180120) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofday period, then all rents payable extended by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated any delays caused by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speedTenant, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last Tenant may cancel this Lease upon five (5) years of days' written notice to Landlord (which notice shall include a statement detailing the term of the Lease, or as extended, but if Lessee shall desire failure to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Leaseachieve "Access"). Lessor will make insurance proceeds available to rebuild the Leased Premises in In the event Lessee rebuildsthat Landlord is able to provide Tenant with Access within such five (5) day notice period, except as stated aboveTenant's right to cancel this Lease shall cease, and this Lease shall continue pursuant to all the terms and conditions set forth herein.

DESTRUCTION OF PREMISES. If the building on the Premises is damaged or destroyed by fire, earthquake, act of God, the elements or as the result of faulty construction or design, Lessee shall give immediate notice thereof to Lessor and the monthly rent due hereunder shall be immediately reduced by an amount equal to the amount of rent per square foot to be paid hereunder multiplied by the number of unusable square feet of floor space. If any such damage or destruction is covered by insurance as provided in Paragraph 17 hereof, Lessor shall, at Lessor's sole cost and expense, repair the damage or destruction as soon as possible after such damage or destruction; provided however, that if such damage or destruction exceeds thirty-five percent (A35%) Ifof the replacement value of the building, during either party may terminate this Lease within thirty (30) days after such damage or destruction. If neither party has terminated this Lease, or the damage or destruction is less than said thirty-five percent (35%), Lessor shall be responsible for reconstruction as above provided, and Lessor shall be entitled to all real property insurance proceeds. If this Lease is terminated, Lessor shall be entitled to receive all real property insurance proceeds less the portion of such insurance proceeds attributable to Lessee's equipment and Lessee's improvements which have been paid for or installed by Lessee, which portion shall be paid to Lessee. If damage or destruction caused by fire, earthquake, acts of God or the elements is not covered by insurance as provided in Paragraph 17 hereof, Lessor shall, at Lessor's sole cost and expense, repair the damage as soon as possible after such damage or destruction; provided, however, that if such damage or destruction exceeds thirty-five percent (35%) of the replacement value of the building, either party may terminate this Lease within thirty (30) days after such damage or destruction. If damage or destruction caused by fire, earthquake, acts of God or the elements is not covered by insurance as provided in Paragraph 17 hereof and neither party has terminated this Lease, or the damage or destruction is less than said thirty-five percent (35%), Lessor shall be responsible for reconstruction as above provided, but Lessor's expense for said reconstruction shall be repaid to Lessor by Lessee in equal installments amortized over the remaining term of this Lease, including any options exercised by Lessee, including interest at a rate of two percent (2%) over the Leased Premises are totally or partially destroyed best rate obtainable by fire or the elements, so as Lessor for funds used to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of finance such damage or destruction by giving written noticereconstruction. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above22.

DESTRUCTION OF PREMISES. If the Premises shall be partially damaged by fire or other causes the damage shall be repaired by and at the expense of Landlord and unless the damage is caused by the fault or neglect of Tenant, Tenant’s servants, employees, agents, visitors or licensees, a portion of the Rent, until such repairs shall be made, shall be abated and such abated portion shall be equal to the product of the rent then due multiplied by a fraction, the numerator of which shall be the number of square feet of the Premises which is not usable and in fact is not used by Tenant and the denominator of which shall be the number of square feet of the entire Premises. In the event, however, that such partial damage is due to the fault of Tenant, Tenant’s servants, employees, agents, visitors or licensees, the damage shall be repaired by Tenant, there shall be no apportionment or abatement of Rent and Tenant shall pay the costs of such repairs to the extent that no insurance proceeds or insufficient insurance proceeds (Aincluding any deductible) Ifare received by Landlord for such damage. Landlord may, during however, elect to make such repairs, if in its judgment it is more practical and expeditious to do so, and charge Tenant with the above-mentioned costs. No penalty shall accrue for delays which may arise through adjustment of insurance or for delays on account of any cause beyond Landlord’s control. If more than 50% of the Premises is totally damaged or rendered wholly untenantable by fire or any other cause, Landlord shall within sixty (60) days of the date of such damage, decide whether or not to restore the Premises, and give Tenant notice in writing of such decision within such period. If Landlord elects not to restore the Premises or fails to give such written notice to Tenant within the 60-day period above mentioned the term of this Lease shall cease, terminate and expire upon such 60th day and Tenant shall vacate the Premises and surrender the same to Landlord. Upon termination of this Lease, under the Leased conditions herein provided, Tenant’s liability for rent shall cease and be adjusted as of the day following the casualty. Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law and agrees that the foregoing provisions shall govern and control in lieu thereof. If, however, Landlord elects to restore the Premises are totally or partially destroyed by fire or and gives notice to Tenant to such effect within the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein60-day period above mentioned, then either Lessor or Lessee Landlord shall have the right a period of up to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) 180 days from the date of destruction (notification by Landlord to Tenant within which to restore the Premises to as feasibly near a condition to that which existed prior to the damage excluding only non-Building Standard Work or special improvements made by Tenant to the Premises. Such 180-day period shall be extended on a day-by-day basis for each day beyond the 60-day period above mentioned that Landlord does not receive the full insurance proceeds for the damage sustained. The obligation of Landlord under this Section 13 shall be expressly subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence Section 25 on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveForce Majeure.

DESTRUCTION OF PREMISES. (Aa) If, during If the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises Building is rendered partially or wholly unfit for occupancyoccupancy by fire, the eLeaseents, act of God or other casualty (fire, the eLeaseents, acts of God or other casualties hereinafter referred to as the "Casualty') and if such damage cannot, in Landlord's reasonable opinion be materially restored within ninety (90) days of the date of such Casualty or if Landlord elects to demolish, substantially alter, or make cease operating the Building, then, in either such case, Landlord may, at its sole option, terminate this Lease as of the date of such Casualty and the Term shall end as of such date For purposes hereof, the Premises shall be deemed "materially restored" if they are in such condition as would not Prevent or materially interfere with Tenant's use of the Premises for the purpose for which it impossible was then being used. if this Lease is not terminated Pursuant to the above provisions of this Paragraph 16(a), then Landlord shall proceed with all due diligence, Wort receipt of all insurance proceeds due to Landlord, to rebuild, repair and restore the Premises. in no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions or other property and improvements which may have been placed in or about the Premises by Tenant If this Lease shall not be terminated by Landlord pursuant to this Paragraph 16(a) and if the Premises arc unfit for occupancy in whole or in part following such Casualty, the rent payable during the period in which the Premises are unfit for occupancy shall xxxxx in proportion to the percentage of the rentable area of the Premises rendered unusable by such Casualty; provided, however, that no such abatement shall be made in the opinion event such Casualty shall have been caused through the negligence or willful misconduct of a licensed third party arbitrator knowledgeable Tenant its agents, employees, contractors, invitees licensees, tenants, or assignees. If any such Casualty occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or any other type of injury or damage resulting from the repair of any such Casualty, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part or all of the Building or for termination of this Lease as provided in this Paragraph 16(a). Notwithstanding any language contained in this Lease to the child care business reasonably acceptable contrary, Landlord's obligations to Lessee repair and Lessorrestore such damage shall be limited to the amount of insurance proceeds made available to Landlord for such repair and restoration (after any right of any mortgagee to said proceeds); provided, that if, in Landlords reasonable judgment, the amount of such insurance proceeds is not sufficient to materially restore the Premises and the Building (except for Lessee to conduct its business thereinany improvements, then either Lessor fixtures, finishes, or Lessee personalty that may have bow placed in or about the Premises by Tenant), Landlord shall have the right to terminate this Lease from as of the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain Casualty and the opinion Lease Term shall end as of such licensed third party arbitratordate. Upon In the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case event of any such terminationCasualty during the final year of the Lease Term of do Lease, Lessor may re-enter and repossess Landlord, at Landlords sole option, shall have the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use right to terminate this Lease as of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, Casualty and the rents Lease Term shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years end as of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovesuch date.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth nearly as may be practical to their condition immediately prior to such casualty, and shall be entitled to use of insurance proceeds in paragraph C accordance with the provisions hereof, then all . All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust any xxxxx xxxxx $50,000 under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee, if any, after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 11% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as conducted immediately prior to such casualty without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than ninety (90) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.25% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Xxxxxx and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Xxxxxx's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (Aa) If, during If (i) the term of this Lease, the Leased Premises are totally or partially destroyed by fire or other casualty, (ii) fifty percent (50%) or more of the elementsBuilding is destroyed by fire or other casualty, or (iii) if Tenant's access to the Premises is destroyed by fire or other casualty to the extent that such destruction would constitute an insurable event under Landlord's rent loss insurance coverage, and in the case of (iii) such damage cannot be repaired so as to render permit Tenant's access to the premises wholly unfit for occupancyPremises within one hundred fifty (150) days after the fire or other casualty, or make it impossible Tenant shall have the option of terminating this Lease upon giving written notice at any time within sixty (60) days from the date of such destruction, and if the Lease be so terminated, all Rent shall cease as of the date of such destruction and any prepaid Rent shall be refunded by Landlord. The events set forth in (i), (ii) and (iii) above are referred to herein as a "Major Casualty". If Tenant does not elect to terminate this Lease upon the opinion occurrence of a licensed third party arbitrator knowledgeable in Major Casualty, Landlord shall use due diligence to repair or restore the child care business reasonably acceptable Building and the Premises to Lessee a condition and Lessorquality substantially similar to that immediately prior to such Major Casualty. If such restoration, for Lessee rebuilding or repair is not accomplished within 150 days after Tenant's notice to conduct its business thereinLandlord of Tenant's election not to cancel this Lease, then either Lessor or Lessee and such failure does not result from causes beyond the control of Landlord, Tenant shall have the right to terminate this Lease by written notice to Landlord within thirty (30) days after expiration of said 150 days. All Rent and other payments due from Tenant to Landlord hereunder shall be equitably abated from the date of such damage or destruction by giving written noticethe Major Casualty through the date on which Tenant is given possession of the restored Premises, with access to the Premises. The parties agree Notwithstanding the foregoing, Landlord shall be entitled to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, terminate this Lease in the event of a Major Casualty if the Leased Premises Major Casualty occurs within the last twelve (12) months of the then current Term of the Lease. If the Major Casualty occurs within the last twelve (12) months of the initial Term, and Tenant has not elected to terminate this Lease, Landlord shall not be entitled to terminate this Lease if Tenant exercises its option to renew the Lease pursuant to the terms of this Lease. Such notice must be given by Tenant within sixty (60) days after receipt by Tenant of Landlord's notice advising Tenant that Landlord intends to terminate the Lease. If Tenant exercises its option to extend the Term pursuant to the terms of this Lease, the initial Term of the Lease shall be repairedextended, restoredon a day-to-day basis, and rebuilt by Lessee with for the use period of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days time from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period Major Casualty through the date of repair and restoration to substantial completion of the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering and such loss or damages. Lessee shall be liable for repair portions of the Leased Building as are necessary to provide access to the Premises with all reasonable speedand the services required to be provided by Landlord hereunder, and the rents shall recommence on the date that the repairs are completed. Lessee extension Term shall be under no obligation to so repair during the last a full five (5) years year Term beginning on the expiration of the term initial Term. If Landlord exercises its option to terminate this Lease, it may only do so if it terminates every other lease in the Building, similarly affected, to the extent that Landlord has the right to terminate such other leases. Upon termination of this Lease by either Landlord or Tenant, all claims that either Landlord or Tenant may have against the other shall survive termination of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable for subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Leased Premises with all and rent hereunder shall be reduced by 9.875% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable speedsatisfaction, the availability of such funds necessary to completion construction and the rents shall recommence on the date that the repairs are completed. Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises be under no obligation damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of the approved independent third party architect as to the estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available to rebuild the Leased Premises conditioned for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessee then exercising its next renewal option under the Lease. Lessor will make Lessor's receipt of insurance proceeds available (and the deductible thereunder) payable under policies maintained pursuant to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovethis Lease.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Demised Premises are totally or partially destroyed by fire or the elementsother casualty, Landlord or, so long as to render such fire or other casualty does not result from the premises wholly unfit for occupancywrongful or negligent act of Tenant, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorTenant may by written notice, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from given not later than thirty (30) days after the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such noticetotal destruction, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedterminate this Lease, in which event rent paid for the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from period beyond the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be refunded to Tenant. If there is not total destruction and Tenant reasonably is required to close operation during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of Direct Expenses shall xxxxx while so closed, but if Tenant is able to continue its operations during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of Direct Expenses shall be adjusted and abated during in the period proportion which the area of repair and restoration unusable leased space in the Demised Premises bears to the extent Lessor total Demised Premises, providing that Landlord shall not in such case have any liability for losses claimed by Tenant. However, if: (i) the damages are such that Landlord concludes that restoration cannot be completed within one hundred and fifty (150) days; or (ii) less than ten percent (10%) of the Lease Term remains; or (iii) less than 12 full calendar months remain in the Term; or (iv) insurance carried by Landlord is insufficient to restore the Demised Premises, Landlord may at its option terminate this Lease. If all or any part of the Demised Premises is damaged by cause due to fault or neglect of Tenant, its agents, employees, invitees, or licensees, there shall be compensated by the proceeds no apportionment or abatement of rents loss insuranceany rent. In no event Landlord shall Lessor not be required to provide its own money for restore fixtures or improvements made or owned by Tenant or on behalf of Tenant (including Tenant’s Work) or subsequently constructed in the repair or restoration Demised Premises by Landlord as part of the Leased Premises Tenant’s Work or other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveterms.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said Premises during the term of this Lease, the Leased Premises are totally or partially destroyed Lease Term from any cause which is covered by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination’s property insurance, Lessor may re-enter and repossess shall forthwith repair the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedsame, in the event the Leased Premises shall provided such repairs can be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, made within one hundred eighty (180) days after receipt of building permit under the laws and regulations of State, Federal, County, or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of Rent while such repairs are being made. . In the event Lessor has not made the repairs within the 180 days then in that event, Lessee shall have the option to continue with the lease or terminate the lease for default. In the event that the Building in which the subject Premises may be situated is destroyed to an extent greater than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof, Lessor may, at its sole option, elect to terminate this Lease, whether the Building is insured or not. In the event Lessor does not elect to terminate the lease, Lessor shall have 180 days to effect the repairs and Lessee shall be releaved of its obligations to pay rent for that portion of the premises that has been partially destroyed. Lessor shall have thirty (30) days to make such and election. A total destruction of the building in which the subject Premises are situated shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to repair or rebuild to the extent of available insurance proceeds plus any applicable deductible amounts paid by Lessee. Should Lessor determine that insufficient or no insurance proceeds are available for repair or reconstruction of Premises, Lessor, at its sole option, may terminate the Lease; provided, however Lessee shall have the option of continuing this Lease notwithstanding such termination by Lessor by agreeing to pay all repair costs to the subject Premises. Such decision by Lessor must be made not more than thirty (30) days from the date of the destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovepartial destruction.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Premises are totally or partially destroyed made substantially untenantable for more than thirty (30) days by fire or other casualty not due to the elementsact or neglect of Tenant or its employees, so as to render the premises wholly unfit for occupancyagents or servants, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to Landlord may elect to: (i) terminate this Lease from as of the date of such damage the fire or destruction other casualty by giving notice of termination to Tenant within 45 days after the date of the fire or other casualty; or (ii) without terminating this Lease proceed with reasonable diligence to repair or restore the Premises, other than leasehold improvements paid for by Tenant, at Landlord's expense but not to exceed the amount of insurance proceeds received by Landlord. If Landlord elects to repair or restore the Premises, it shall provide Tenant, within 45 days after the date of the fire or other casualty, with an estimate of the completion date of the repair or restoration. If Landlord's estimate shows that the appropriate repairs or restoration cannot be completed within 180 days after the date of the fire or other casualty, then Tenant may, by giving written notice. The parties agree notice within 10 days after receipt of Landlord's estimate, terminate this Lease as of the date of the fire or other casualty by giving notice of termination to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereofLandlord. If not otherwise terminated, in (i) Landlord's estimate indicates that the event the Leased Premises shall repairs can be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) 180 days from the date of destruction the fire or other casualty or (subject ii) neither party terminates this Lease as provided above, Landlord, at Landlord's expense, shall proceed with reasonable diligence to force majuere as set forth in paragraph C hereofrepair or restore the Premises, then all rents payable other than leasehold improvements paid for by Lessee shall be abated during Tenant, but not to exceed the period amount of repair and restoration to the extent Lessor shall be compensated insurance proceeds received by the proceeds of rents loss insuranceLandlord. In no event shall Lessor be required to provide its own money for the If such repair or restoration is begun by Landlord but is not completed by the expiration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee 180-day period, which period shall be liable extended by any delays caused by the insurance process, by Tenant or by other events beyond Landlord's reasonable control, then Tenant may, upon 10 days written notice to Landlord, terminate this Lease. If this Lease is not terminated, rent shall xxxxx for repair all or that part of the Leased Premises with all reasonable speed, that are rendered untenantable on a per diem basis from and the rents shall recommence on after the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of fire or other casualty until the LeasePremises are substantially repaired or restored. Notwithstanding the foregoing, or as extended, but if Lessee shall desire to rebuild such damage occurs during the last 12 months of the Lease termTerm, Lessor will make insurance proceeds available either party may terminate this Lease as of the date of the fire or other casualty by delivering written notice of termination to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under other party within 30 days after the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovedate of such fire or other casualty.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (subject to force majuere Force Majeure (defined in Article 28(K) below) and subject to the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjuxx xxx xxxxm under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Fifty Thousand Dollars ($150,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Fifty Thousand Dollars ($150,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty-Five Percent (25%) of the original cost to Lessor to acquire its interest in the Leased Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be under no obligation subject to so the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration and reimbursement to Lessee as provided in the proceeding paragraph shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction. Provided, further, that should the Leased Premises be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessee's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available and deductible in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xnder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.75% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said Premises during the term Lease Term from any cause which is covered by Lessor’s property insurance, Lessor shall forthwith repair the same, provided such repairs can be made within two hundred seventy (270) days after the date of damage, but such partial destruction shall in no way annul or void this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or except that Lessee shall have be entitled to a proportionate reduction of Rent while such repairs are being made to the right to terminate this Lease from the date extent of such damage or destruction payments received by giving written noticeLessor under its Loss of Rents Insurance coverage. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in In the event that Lessor’s reasonable estimate of the Leased time necessary to fully repair the Premises shall be repaired, restored, would exceed two hundred and rebuilt by Lessee with the use of insurance proceeds seventy (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180270) days from the date of damage, Lessee or Lessor may elect to terminate this Lease upon written notice to Lessor or Lessee. With respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Lessee. In the event that the building in which the subject Premises may be situated is destroyed to an extent greater than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof as reasonably estimated by Lessor’s contractor, Lessor or Lessee may, at its option, elect to terminate this Lease, whether the subject Premises is insured or not. A total destruction of the building in which the subject Premises are situated shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration or rebuild to the extent of available insurance proceeds including any deductible amount paid by Lessee. Should Lessor shall be compensated by the determine that insufficient or no insurance proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money are available for the repair or restoration reconstruction of Premises, Lessor, at its sole option, may terminate the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damagesLease. Lessee shall be liable for have the option of continuing this Lease by agreeing to pay all repair of costs to the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovesubject Premises.

DESTRUCTION OF PREMISES. (A) IfIf the Slip or MARINA are damaged or destroyed so that the enjoyment of the Slip is substantially impaired, during then the term Rent shall be proportionately paid up to the time of this Leasethe casualty and thenceforth shall cease until the date when the Slip and MARINA have been repaired or restored by MARINA; provided, the Leased Premises are totally or partially destroyed by fire or the elementshowever, so as to render the premises wholly unfit for occupancy, or make it impossible that in the opinion event of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorsuch substantial impairment, for Lessee to conduct its business therein, then either Lessor MARINA or Lessee OWNER shall have the right to terminate this Lease from the date term of the lease by giving notice to the other of his/her exercise of such right at any time within thirty (30) days after the occurrence of such damage or destruction by giving written destruction. If this notice is given, the term of the lease shall terminate on the date specified in the notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the , (which shall be not more than fifteen (15) days after giving of such notice) as fully and completely as if such date were the date set forth in the lease for the termination of the lease. If OWNER exercises the option to terminate the lease, Lessee OWNER must immediately vacate the Slip and remove the Boat at OWNER's expense. If neither party has given the notice of termination as herein provided, MARINA shall immediately surrender proceed to repair the Leased Premises Slip and all interest therein to LessorMARINA, and the lease shall not terminate. If the Slip or MARINA shall be partially damaged or partially destroyed without substantial impairment of OWNER's enjoyment of the Slip, the damages shall be repaired by and at the expense of MARINA and the Rent until such repairs are made shall be apportioned according to the part of the Slip which is unusable by OWNER. MARINA shall not be liable for any inconvenience or annoyance to OWNER resulting in case of any way from such termination, Lessor may re-enter and repossess damage or the Leased Premises and may dispossess all parties then in possession repair thereof. If not otherwise terminatedthe Slip or MARINA are partially damaged or partially destroyed as a result of the wrongful or negligent act of OWNER, in a member of OWNER 's family, or other person on the event the Leased Premises Slip or MARINA with OWNER's consent, there shall be repaired, restored, and rebuilt by Lessee with the use no apportionment or abatement of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveRent.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Demised Premises are totally or partially destroyed by fire or the elementsother casualty, Landlord or, so long as to render such fire or other casualty does not result from the premises wholly unfit for occupancynegligence or willful misconduct of Tenant, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorTenant may by written notice, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from given not later than thirty (30) days after the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such noticetotal destruction, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedterminate this Lease, in which event rent paid for the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from period beyond the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be refunded to Tenant. If there is not total destruction and Tenant reasonably is required to close operation during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of increases in Direct Expenses shall xxxxx while so closed, but if Tenant is able to continue its operations during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of increases in Direct Expenses shall be adjusted and abated during in the period proportion which the area of repair and restoration unusable leased space in the Demised Premises bears to the extent Lessor total Demised Premises, providing that Landlord shall not in such case have any liability for losses claimed by Tenant. However, if: (i) the damages are such that Landlord reasonably concludes that restoration cannot be completed within one hundred and fifty (150) days; or (ii) less than ten percent (10%) of the Lease Term remains; or (iii) in Landlord's judgment, the cost of restoration will exceed the amount of the cumulative Monthly Minimum Rent due from the Tenant for the next twelve calendar months succeeding the date of the casualty; or (iv) insurance carried by Landlord is insufficient to restore the Demised Premises, Landlord may at its option terminate this Lease. If less than ten percent (10%) of the Term remains, Tenant may terminate this Lease by giving Landlord notice of such termination within thirty (30) days of the partial destruction. If all or any part of the Demised Premises is damaged by cause due to gross negligence or willful misconduct of Tenant, its agents, employees, invitees, or licensees, there shall be compensated by the proceeds no apportionment or abatement of rents loss insuranceany rent nor any right to terminate. In no event Landlord shall Lessor not be required to provide its own money for restore fixtures or improvements made or owned by Tenant that were not part of Landlord's Work or subsequently constructed in the repair or restoration Demised Premises by Landlord as part of the Leased Premises Landlord’s work or other than Lease terms. Landlord acknowledges and agrees to use commercially reasonable efforts to find temporary substitute premises within the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable Property for repair of the Leased Premises with all Tenant (at commercially reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5terms) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveof any temporary closure due to casualty.

DESTRUCTION OF PREMISES. (A) If, during Should the term of this Lease, the Leased Premises are totally or partially destroyed be so damaged by fire or the elementsother cause that rebuilding or repairs cannot, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorLandlord's architect, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofthe fire, or other cause of damage, then all rents payable either Landlord or Tenant may terminate this Lease by Lessee written notice to the other given within thirty (30) days of the date of such damage or destruction, in which event rent shall be abated during from the date of such damage or destruction. However, if the damage or destruction is such that rebuilding or repairs can be completed within one hundred eighty (180) days, Landlord covenants and agrees, subject to the provisions of this Paragraph 18, to make such repairs with reasonable promptness and dispatch and to allow Tenant an abatement in the Base Rental and Additional Rent for such time as the Premises are untenantable or proportionately for such portion of the Premises as shall be untenantable, and Tenant covenants and agrees that the terms of this Lease shall not be otherwise affected. In the event thirty percent (30%) or more of the Premises is untenantable as a result of a fire or other cause, Tenant's rent shall be abated in its entirety for such time as thirty percent (30%) or more of the Premises are untenantable if Tenant vacates the entire Premises. In the event thirty percent (30%) or more of a floor of the Premises is untenantable as a result of a fire or other cause and it is not commercially practical to integrate the remainder of Tenant's business operation into the other portions of the Premises and if Tenant vacates the balance of said floor, Tenant's Rent shall be abated in its entirety with respect to that floor for such time as that floor of the Premises is untenantable. If Landlord shall not have actually commenced such repair or restoration within ninety (90) days of the date of such casualty or Landlord shall discontinue such repairs or restoration for any forty-five (45) consecutive day period of repair after commencement, Tenant shall have the right to terminate. Such repairs and restoration relating to Tenant's initial leasehold improvements or improvements otherwise made by or for Tenant shall be made at Tenant's expense in accordance with plans and specifications approved by Landlord and Tenant. Repairs and restoration to the extent Lessor base Building improvements required by this Lease to be furnished by Landlord at its expense (other than Tenant's initial leasehold improvements) shall be compensated made at Landlord's expense. If Landlord fails to complete such restoration of the Building within one hundred eighty (180) days of the date of the casualty, Tenant may thereafter notify Landlord of its intention to cancel the Lease, and if Landlord fails to complete the restoration of the Building and Premises within thirty (30) days following Tenant's notice, this Lease may be terminated as of the date of the casualty upon notice from either party to the other. If such notice is not given, this Lease shall remain in full force and effect and Rent shall commence upon delivery of the Premises to Tenant in a tenantable condition substantially the same as existed prior to the casualty (evidenced by notice to Tenant certified by the proceeds architect of rents loss insurancethe Building that the Premises are substantially completed). In no event shall Lessor Landlord be required to provide its own money for the repair or restoration of the Leased Premises replace any trade fixtures, furniture, equipment or other than the net proceeds of moneys received by it from property belonging to Tenant; nor shall Landlord have any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during incur any cost to repair, reconstruct or restore the last five (5) years Premises or the Building in excess of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds from the casualty necessitating such work that are made available to rebuild the Leased Premises conditioned upon Lessee then exercising Landlord, under its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuildssole control, except as stated above.for such work, provided, however, Landlord's

DESTRUCTION OF PREMISES. (A) If, If the Premises shall be destroyed or damaged by fire or other casualty during the term of this Lease, to the Leased Premises are totally extent so that said premises shall be unfit, in whole or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessorpart, for Lessee to conduct its business thereinthe occupancy thereof by Tenant, then either Lessor or Lessee the Landlord shall have the right to terminate rebuild and repair within 120-days after casualty the leased premises to substantially conform to the premises as were in existence prior to the damage or destruction, and to apply the proceeds of insurance provided by Tenant against the costs thereof; provided that in the event Landlord elects not to restore or rebuild said premises that Landlord shall furnish to Tenant written notice of such election not to proceed within fifteen (15) days of the date of damage or destruction to said premises. If Landlord elects not to restore or rebuild and has furnished the notice as provided herein, then Tenant shall have the right but not the obligation to restore or rebuild said premises and shall have full use of the total insurance proceeds available by virtue of the damage or destruction to the premises. If Tenant elects to restore or rebuild said premises, Tenant shall furnish to Landlord notice in writing of such election within fifteen (15) days from date of receipt of Landlord’s notice not to restore or rebuild. If Tenant rebuilds the rent shall continue as before. If neither Landlord nor Tenant elects to restore or rebuild within the time provided for herein, then this Lease shall terminate and Tenant shall vacate the premises within thirty (30) days from date of such termination and the date insurance proceeds shall be the Landlord’s. If such restoration or rebuilding shall be performed by Landlord or Tenant, such work shall be commenced not later than thirty (30) days after the event of such damage or destruction if performed by giving written noticeLandlord, and within fifteen (15) days of the receipt of election not to restore or rebuild if performed by Tenant. The party performing such restoration or rebuilding shall thereafter prosecute the work with diligence to completion, the same in any event to be completed within a reasonable time. In the event of total destruction of the building improvements or such damage thereto as shall render the same unfit for the carrying on of Tenant’s business on the demised premises, the payment of rent shall cease until the building is rebuilt or until both parties agree elect not to use reasonable promptness rebuild. Rental shall again commence in full if and when the improvements shall have been substantially completed. In the event of partial destruction or such damage that the business of Tenant may continue to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessorbe carried on without substantial interruption, and in case of any such terminationwith or without temporary repair, Lessor may re-enter the rent shall continue and repossess the Leased Premises and may dispossess all parties then in possession thereofnot be abated. If not otherwise terminated, in In the event of the Leased Premises partial destruction or damage to the premises so that the business of Tenant may be carried on but with substantial impairment, the rent shall be repaired, restored, and rebuilt by Lessee with adjusted pro rata to axxxx that part of the use of insurance proceeds (which Lessor shall cooperate rent attributable to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the unfit portion for that period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovetime.

DESTRUCTION OF PREMISES. (A) IfIf any part of the Apartment or the building in which the Apartment is located is destroyed by fire, during casualty, or other cause not the term fault of this LeaseShareholder, the Leased Premises Cooperative shall determine whether to restore the damaged premises. If the Cooperative determines to undertake restoration, the Cooperative, at its cost, shall promptly repair and restore the building to its former condition, and shall promptly repair and restore the Apartment in accordance with the following standards: (1) walls and ceilings shall be returned to “paint ready” condition; (b) floors shall be returned to original construction move-in condition, or its equivalent, at the Cooperative’s discretion, and (c) closets, doors, and kitchen cabinets shall be returned to original construction move-in condition. While the repairs and restoration work are totally or partially destroyed by fire or in progress, the elements, so as Carrying Charges payable under the Occupancy Agreement shall be abated for the time and to render the extent that Shareholder is prevented from fully occupying the premises wholly unfit for occupancyin Shareholder's usual and normal manner; provided, however, that in lieu of making those repairs and performing that restoration work, the Cooperative may terminate the Occupancy Agreement if either (a) the necessary repair or restoration work cannot reasonably be completed under then-applicable governmental laws and regulations within one hundred and twenty (120) working days after it is commenced, or make it impossible in (b) the opinion of a licensed third party arbitrator knowledgeable in loss is not covered by the child care business reasonably acceptable Cooperative's then-existing fire and extended coverage insurance policies or such other insurance policies procured by the Cooperative. In the event the Cooperative decides not to Lessee and Lessorrestore the premises, for Lessee to conduct its business therein, then either Lessor or Lessee the Carrying Charges shall have the right to terminate this Lease cease from the date of such damage the loss or destruction by giving written noticedamage. The parties agree to use reasonable promptness to obtain Further, the opinion of such licensed third party arbitrator. Upon Cooperative shall determine the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises amount that shall be repaired, restored, and rebuilt by Lessee with paid to the use Shareholder to redeem the common stock of insurance proceeds (the Shareholder which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from be based on the respective appraised fair market value of all of the apartments as of the date of destruction (destruction, expressed as percentages, and computed by dividing such appraised fair market value of each apartment by the total of such appraised fair market values of all apartments in the Development subject to force majuere as set forth in paragraph C hereof(i) the rights of any mortgagees holding mortgages covering the Apartment or Shareholder’s stock therein, then and (ii) all rents payable by Lessee shall be abated during the period unpaid Carrying Charges of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insuranceShareholder together with any interest charges attributable thereto. In no event shall Lessor the Cooperative be required to provide its own money responsible for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable damage to the personal property of Shareholder(s) or for repair of improvements made to the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveApartment by Shareholder(s).

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xxder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. If the Premises (Aexcluding Lessee’s personal property and fixtures and alterations, changes or improvements to the Premises whether structural or otherwise, constructed by) Ifare damaged by fire or other casualty, during Lessor shall, at Lessor’s own expense, because such damage to be repaired. If the term Premises shall be rendered untenable, in whole or in part, a proportionate abatement of the Base Rent shall be allowed on a per diem basis from the date when damage occurred until any substantial completion of the repairs or rebuilding, or in the event Lessor terminates this Lease, then until the Leased Premises are totally date of termination. If restoration cannot be completed within six (6) months after the occurrence of such damage or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereindestruction, then either Lessor or Lessee shall have the right to may terminate this Lease from upon thirty (30) days’ notice after the date casualty. Notwithstanding the foregoing, if (I) either the Premises or Building (taken in the aggregate) is damaged to the extent of more than fifty percent (50%) of the cost of replacement thereof, respectively, or (ii) the proceeds of Lessor’s insurance recovered as a result of the damage shall be insufficient to pay fully for the cost of replacement of the Premises and the Building in which they are located; or (iii) the Premises or the Building shall be damaged as a result of a risk which is not covered by Lessor’s insurance; or (iv) the Premises shall be damaged in whole or in part during the last year of the Lease Term, then in any such event Lessor may terminate this Lease by giving Lessee notice within one hundred twenty (120) days after the occurrence of such damage or destruction by giving written and termination of this Lease will be effective upon the date specified in such notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon , which shall not be less than thirty (30) days and no more than sixty (60) days after the giving of such noticenotice and this Lease shall terminate and come to an end, and Lessee shall immediately vacate and surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If the Premises is damaged or destroyed during the last six months of the Lease Term and cannot otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds repaired within thirty (which 30) days or Lessor shall cooperate elects not to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofsuch repairs, then all rents payable Lessee may terminate this Lease by Lessee shall be abated during the period of repair and restoration giving written notice to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation Lease is to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveterminate.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Ten Thousand Dollars ($10,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Ten Thousand Dollars ($10,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Ten Percent (10%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be liable for repair subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the Leased Premises with all repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable speedsatisfaction, the availability of such funds necessary to complete construction and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during deposit the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option same with Escrowee for disbursement under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveconstruction escrow agreement.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjuxx xxx xxxxx under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the premises during the term from any cause, Landlord shall forthwith repair the same, provided the repairs can be made within ninety (90) days under the laws and regulations of applicable governmental authorities. Any partial destruction shall neither annul nor void this Leaselease, except that Tenant shall be entitled to a proportionate reduction of rent while the Leased Premises repairs are totally or partially destroyed being made, any proportionate reduction being based on the extent to which the making of repairs shall interfere with the business being carried on by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible Tenant in the opinion of a licensed third party arbitrator knowledgeable premises. If the repairs cannot be made in the child care business reasonably acceptable specified time, Landlord may, at Landlord’s option, make repairs within a reasonable time, this lease continuing in full force and effect and the rent to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere proportionately rebated as previously set forth in paragraph C hereofthis section. In the event that Landlord does not elect to make repairs that cannot be made in the specified time, then all rents payable by Lessee or those repairs cannot be made under the laws and regulations of the applicable governmental authorities, this lease may be terminated at the option of either party. SECTION THIRTEEN EASEMENTS, AGREEMENTS, OR ENCUMBRANCES The parties shall be abated during the period bound by all existing easements, agreements, and encumbrances of repair and restoration record relating to the extent Lessor demised premises, and Landlordr shall not be liable to Tenant for any damages resulting from any action taken by a holder of an interest pursuant to the rights of that holder thereunder. SECTION FOURTEEN QUIET ENJOYMENT Landlord warrants that Tenant shall be compensated granted peaceable and quiet enjoyment of the demised premises free from any eviction or interference by Landlord if Tenant pays the rent and other charges provided herein, and otherwise fully and punctually performs the terms and conditions imposed on Tenant. This does not prevent the Landlord from entering the premise at reasonable times, accompanied by the proceeds of rents loss insuranceTenant to inspect the premises in order to determine if the premises are being properly maintained in an acceptable condition. In no event SECTION FIFTEEN LIABILITY OF LANDLORD Tenant shall Lessor be required to provide its own money for the repair or restoration in exclusive control and possession of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee demised premises, and Landlord shall not be liable for repair any injury or damages to any property or to any person on or about the demised premises nor for any injury or damage to any property of Tenant. The provisions herein permitting Landlord to enter and inspect the Leased Premises demised premises are made to insure that Tenant is in compliance with all reasonable speed, the terms and the rents conditions hereof and makes repairs that Tenant has failed to make. Landlord shall recommence not be liable to Tenant for any entry on the date that premises for inspection purposes. SECTION SIXTEEN REPRESENTATIONS BY LANDLORD At the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years commencement of the term Tenant shall accept the leased premises in its existing condition and state of the Leaserepair, and Tenant agrees that no representations, statements, or warranties, expressed or implied, have been made by or on behalf of Landlord in respect thereto except as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises contained in the provisions of this lease, and Landlord shall in no event Lessee rebuilds, except as stated abovebe liable for any latent defects.

DESTRUCTION OF PREMISES. If the building on the premises is damaged or destroyed by fire, earthquake, act of God, the elements or as the result of faulty construction or design, Lessee shall give immediate notice thereof to Lessor and the monthly rent due hereunder shall be immediately reduced by an amount equal to the amount of rent per square foot to be Paid hereunder multiplied by the number of unusable square feet of floor space. If any such damage or destruction is covered by insurance as provided in Paragraph 17 hereof, Lessor shall, at Lessor's sole cost and expense, repair the damage or destruction as soon as possible after such damage or destruction; provided, however, that if such damage or destruction exceeds thirty-five percent (A35%) Ifof the replacement value of the building, during either party may terminate this [ease within thirty (30) days after such damage or destruction. If neither party has terminated this Lease, or the damage or destruction is less than said thirty-five percent (35%), Lessor shall be responsible for reconstruction as above provided, and Lessor shall be entitled to all real property insurance proceeds. If this Lease is terminated, Lessor shall be entitled to receive all real property insurance proceeds less the portion of such insurance proceeds attributable to Lessee's equipment and Lessee's improvements which have been paid for or installed by Lessee, which portion shall be paid to Lessee. If a damage or destruction caused by fire, earthquake, acts of God or the elements is not covered by insurance as provided in Paragraph 17 hereof, Lessor shall, at Lessor's sole cost and expense, repair the damage as soon as possible after such damage or destruction; provided, however, that if such damage or destruction exceeds thirty-five percent (35%) of the replacement value of the building, either party may terminate this Lease within thirty (30) days after such damage or destruction. If a damage or destruction caused by fire, earthquake, acts of God or the elements is not covered by insurance as provided in Paragraph 17 hereof and neither party has terminated this Lease, or the damage or destruction is less than said thirty-five Percent (35%), Lessor shall be responsible for reconstruction as above provided, but Lessor's expense for said reconstruction shall be repaid to Lessor by Lessee in equal installments amortized over the remaining term of this Lease, including any options exercised by Lessee, including interest 2t a rate of two percent (27) over the Leased Premises are totally or partially destroyed best rate obtainable by fire or the elements, so as Lessor for funds used to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of finance such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovereconstruction.

DESTRUCTION OF PREMISES. (Aa) IfIf the Premises or the Building is rendered partially or wholly unfit for occupancy by fire, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so act of God or other casuality (fire, the elements, acts of God or other casualties hereinafter referred to as the "Casualty"), and if such damage including Tenant Improvements cannot, in Landlord's reasonable opinion, be materially restored within ninety (90) days of the date of such Casualty or if Landlord elects to render demolish, susbstantially alter, or cease operating the premises wholly Building, then, in either such case, Landlord or Tenant may, terminate this Lease as of the date of such Casualty and the Term shall end as of such date. For purposes hereof, the Premises shall be deemed "materially restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was then being used. If this Lease is not terminated pursuant to the above provisions of this Paragraph 17(a), then Landlord shall proceed with all due diligence, upon receipt of all insurance proceeds due to Landlord, to repair and restore the Premises. In no event shall Landlord be required to rebuild, repair, or replace any part of the partitions, fixtures, additions, or other property and improvements which may have been placed in or about the Premises by Tenant. If this Lease shall not be terminated by Landlord pursuant to this Paragraph 17 (a) and if the Premises are unfit for occupancyoccupancy in whole or in part following such Casualty, the rent payable during the period in which the Premises are unfit for occupancy shall xxxxx in proportion to the percentage of the rentable area of the Premises rendered unusable by such Casualty; provided, however, that no such abatement shall be made in the event such Casualty shall have been caused through the negligence or willful misconduct of Tenant, its agents, employees, contractors, invitees, licensees, tenants, or make it impossible assignees. If any such Casualty occurs, Landlord shall not be liable to Tenant for inconvenience, annoyance, loss of profits, expenses, or an other type of injury or damage resulting from the repair of any such Casualty, or from any repair, modification, arranging, or rearranging of any portion of the Premises or any part of all of the Building or for termination of this Lease as provided in this Paragraph 17(a). Notwithstanding any language contained in this Lease to the opinion contrary, Landlord's obligations to repair and restore such damage shall be limited to the amount of a licensed third party arbitrator knowledgeable insurance proceeds made available to Landlord for such repair and restoration (after any right of any mortgages to said proceeds); provided, that if, in Landlord's reasonable judgement, the child care business reasonably acceptable amount of such insurance proceeds is not sufficient to Lessee materially restore the Premises and Lessorthe Building (except for any improvements, for Lessee to conduct its business thereinfixtures, then either Lessor finishing, or Lessee personalty that may have been placed in or about the Premises by Tenant), Landlord shall have the right to terminate this Lease from as of the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain Casualty and the opinion Lease Term shall end as of such licensed third party arbitratordate. Upon In the giving event of any Casualty during the final year of the Lease Term of this Lease, Landlord, at Landlord's sole option, shall have the right to terminate this Lease as of the date of such noticeCasualty and the Lease Term shall end of such date. (b) If all of the Premises should be taken for any public or quasi-public use under governmental law, Lessee ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof, this Lease shall, at either Landlord's or Tenant's option, terminate effective as of the date of such actual physical taking. If part of the Premises is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof, or if any part of the Building is so taken and Landlord's elects to demolish, substantially alter, or cease operation of the Building, then, in either such case, Landlord shall immediately surrender have the Leased right to terminate this Lease effective as of the date of such actual physical taking. In the event that this Lease is not terminated as provided above in this Paragraph 17(b), the rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the percentage of the rentable area of the premises rendered unusable by such taking and Landlord shall undertake materially to restore the Premises. Landlord or Tenant, as the case may be, shall exercise its right to terminate this Lease provided above in this Paragraph 17(b) by actual physical taking. Notwithstanding any language contained in this Lease to the contrary, landlord's, obligation to materially restore the Premises shall be limited to the amount of condemnation proceeds made available to the Landlord for such restoration and repair (after any right of any mortgages to said proceeds); provided, that if, in Landlord's reasonable judgment, the amount of such proceeds is not sufficient to materially restore the Premises and the Building (except for any improvements, fixtures, finishes, or personalty that may have been placed in or about the Premise by Tenant), Landlord shall have the right to terminate this Lease effective as of the date of such actual physical taking. Tenant shall not share in condemnation aware or payment in lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by Tenant; however, Tenant may separately claim and receive from the condemning authority (but not from Landlord), of legally payable, compensation for Tenant's removal and relocation costs and for Tenant's loss of business and/or business interruption, provided that such claim and recovery shall in no way diminish Landlord's recovery. Notwithstanding anything to the contrary contained in this Paragraph 17(b), if during the Term the use or occupancy of any part of the Building or Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or by private agreement in lieu thereof, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all interest therein to Lessor, and rent payable hereunder by Tenant during the term of this Lease or private agreement in case lieu thereof; in the event of any such terminationtemporary appropriation or taking, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises Tenant shall be repaired, restoredentitled to receive that portion of any award which represents compensation for the loss of use or occupancy of the Premises during the term of this Lease, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee Landlord shall be abated during entitled to receive that portion of any award which represents the period cost of repair restoration and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money compensation for the repair loss of use or restoration occupancy of the Leased Premises other than after the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years end of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months this Lease and of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveBuilding.

DESTRUCTION OF PREMISES. (A) IfIn the event that the Leased Premises, during or any portion thereof, or the term of this Lease, Building in which the Leased Premises are totally is located, is damaged or partially destroyed by fire or the elementsother casualty covered by insurance maintained as provided in this Lease, so as to render the premises wholly unfit for occupancyhowever, or make it impossible by whomever caused, Lessor agrees to repair, rebuild and restore the Leased Premises to the same good order and condition as existed prior to damage or destruction. The foregoing or anything else herein contained notwithstanding, in performing any such repair, rebuilding or restoration, Lessor shall never be required to expend more than the opinion insurance proceeds available for such purposes. In the event the costs of a licensed third party arbitrator knowledgeable in any such repair, restoration or rebuilding exceed the child care business reasonably acceptable to Lessee amount of insurance proceeds available from policies of insurance maintained, and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction was caused by giving written notice. The parties agree to use reasonable promptness to obtain the opinion willful or negligent act of Tenant or any person or entity for whose acts or negligence Tenant was responsible, then Tenant shall pay the excess cost of such licensed third party arbitratorrepair, restoration or rebuilding. Upon If such damage renders the giving entire Leased Premises unfit for Tenant's normal business purposes, and the Tenant by reason thereof discontinues business in the Leased Premises, then, provided that such damage was not caused by the willful or negligent act of Tenant or any person or entity for whose acts or negligence Tenant is responsible, Monthly Base Rent payable by Tenant hereunder shall be abated for period during which Tenant is unable to operate its business. If such noticedamages renders only part of the Leased Premises unfit for Tenant's normal business purposes, Lessee Monthly Base Rent shall immediately surrender be apportioned on the ratio that the area rendered unfit bears to the entire area of the Leased Premises and all interest therein the proportion thereof applicable to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration each part of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee upon which Tenant discontinues its business operations shall be liable abated for repair the period during which such part is not fit for Tenant's normal business purposes and during which Tenant discontinues such business operations. Notwithstanding any of the Leased Premises with all reasonable speed, and above to the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease termcontrary, Lessor will make insurance proceeds available may elect not to rebuild the Leased Premises conditioned upon Lessee then exercising Premises, in which event it shall notify Tenant within sixth (60) days of said damage or destruction of its next renewal option under said intent and shall forthwith terminate the Lease effective thirty (30) days following said notice, and thereafter neither party shall have any obligation to the other as a result of this Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated above.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good xxxxx xxxxxx and adjust any claim under such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($1000,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty- Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. In the event of any destruction to all or any part of the Building or Premises by a casualty (Ai) Ifwhich is required to be insured under paragraph 12, (ii) which is actually insured by Landlord, or (iii) which is uninsured, but the cost to restore is less than One Hundred Thousand and No/100 Dollars, Landlord shall cause a contractor selected by Landlord to prepare a reasonable good faith opinion (the "Contractor's Estimate") of the number of days needed to repair such damage, and shall deliver the Contractor's Estimate to Tenant within thirty (30) days following such destruction (unless such destruction has been fully repaired within such thirty (30) day period). In the event of a destruction of the Premises by an insured casualty (or by an uninsured casualty if the cost of restoration is less than $100,000) during the term from any cause, Landlord shall forthwith repair the same to substantially their former condition in a good and workmanlike manner and in accordance with all applicable municipal, local, state and federal laws, statutes, rules, regulations and ordinances, provided such repairs can be made within one (1) year from the date of destruction, including receipt of all necessary governmental approvals, under the laws and regulations of State, Federal, County or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the Leased Premises extent to which the making of such repairs shall interfere with the business carried on by Tenant in the Premises. If the Contractor's Estimate indicates that such repairs cannot be made in one (1) year from the date of destruction, Landlord or Tenant may, at their option, terminate this Lease. In the event this Lease is terminated, Tenant shall be entitled to any insurance proceeds received by Landlord which are totally or partially destroyed by fire attributable to the Tenant Improvements, Alterations, or the elementsAddition. A destruction of the Premises by a casualty not required to be insured by Landlord under this Lease and not actually insured by Landlord costing in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) to restore, so shall terminate this Lease, unless either Landlord or Tenant elects to pay the difference between $100,000.00 and the actual cost to restore the Premises, in which event Landlord shall restore as to render the premises wholly unfit for occupancy, provided above. In all events Landlord or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee Tenant shall have the right be entitled to terminate this Lease from effective as of the date of such damage or the destruction by giving written notice. The parties agree to use reasonable promptness to obtain if the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If actual repairs have not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, been completed within one hundred eighty (1801) days from year following the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurancedestruction. In no the event of any termination of this Lease pursuant to this paragraph 28 and the Premises are habitable, Landlord and Tenant shall Lessor use reasonable good faith efforts to negotiate a termination date and fair rental value to be paid by Tenant prior to such termination date. In all events in which Landlord is obligated to restore the Premises, Landlord shall be required to provide its own money for restore the repair or restoration of Tenant Improvements, and, if the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speedsame have been made, Alterations and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extendedAddition, but if Lessee shall desire not be required to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboverestore Tenant's fixtures or personal property.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, Premises or the Leased Premises are totally or partially Building shall be destroyed by fire or the elements, so as to render the premises wholly unfit for occupancyother cause, or make it impossible in the opinion of be so damaged thereby that they are untenantable and cannot be rendered tenantable within a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease reasonable time from the date of such damage, considering the extent of the damage, this Lease may be terminated by Landlord or Tenant by written notice given to the other within forty-five (45) days after the event causing such untenantability in which event rent shall cease as of the date of such untenantability and both parties shall be relieved of all further liability hereunder accruing after the effective cancellation date. If the damage or destruction by giving written noticeis not sufficient to permit a termination of the Lease as above provided, a proportionate reduction shall be made in the rent herein reserved corresponding to the time during which, and applicable to the portion of the Premises of which, Tenant shall be deprived of possession. The decision of a licensed Florida architect or engineer hired by Landlord and approved by Tenant and certified in writing to Landlord and Tenant shall conclusively be deemed binding on the parties agree as to: (I) whether the Premises or Building are rendered untenantable, (ii) whether the Building or Premises can be rendered tenantable within a reasonable time, (iii) the percentage of the Premises rendered untenantable and the resulting percentage by which rent and other charges hereunder should abate during the period of untenantability, (iv) the date upon whicx xxx Premises are restored to use reasonable promptness tenantability. In no event shall Landlord be liable to obtain Tenant for any damages resulting to Tenant from the opinion happening of such licensed third party arbitrator. Upon fire or casualty or from the giving repairing or reconstruction of such noticethe Premises, Lessee except where caused by negligence or intentional act of the Landlord, its employees, or agents, or from the termination of this Lease as herein provided, nor shall immediately surrender the Leased Premises and all interest therein to Lessor, and Tenant be relieved thereby or in case of any such termination, Lessor may re-enter event from the Tenant's obligations hereunder except to the extent and repossess upon the Leased Premises and may dispossess all parties then conditions expressly stated in possession thereofthis Section. If not otherwise terminated, in In the event Landlord is required to restore the Leased Premises, once the Landlord has repaired and redelivered the Premises to Tenant, Tenant shall not be repaired, restored, obligated to pay Base Rent and rebuilt by Lessee with Additional Rent until the use earlier of insurance proceeds (i) the date upon which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty Tenant recommences business from the Premises or (180ii) sixty (60) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofredelivery by Landlord, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required intent being to provide Tenant with a reasonable opportunity to restore its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but improvements if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovenecessary.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Demised Premises are totally or partially destroyed by fire or the elementsother casualty, Landlord or, so long as to render such fire or other casualty does not result from the premises wholly unfit for occupancynegligence or willful misconduct of Tenant, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and LessorTenant may by written notice, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from given not later than thirty (30) days after the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such noticetotal destruction, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedterminate this Lease, in which event rent paid for the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from period beyond the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be refunded to Tenant. If there is not total destruction and Tenant reasonably is required to close operation during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of increases in Direct Expenses shall axxxx while so closed, but if Tenant is able to continue its operations during repairs, Monthly Minimum Rent and monthly installments of Tenant’s estimated share of increases in Direct Expenses shall be adjusted and abated during in the period proportion which the area of repair and restoration unusable leased space in the Demised Premises bears to the extent Lessor total Demised Premises, providing that Landlord shall not in such case have any liability for losses claimed by Tenant. However, if: (i) the damages are such that Landlord reasonably concludes that restoration cannot be completed within one hundred and fifty (150) days; or (ii) less than ten percent (10%) of the Lease Term remains; or (iii) in Landlord's judgment, the cost of restoration will exceed the amount of the cumulative Monthly Minimum Rent due from the Tenant for the next twelve calendar months succeeding the date of the casualty; or (iv) insurance carried by Landlord is insufficient to restore the Demised Premises, Landlord may at its option terminate this Lease. If less than ten percent (10%) of the Term remains, Tenant may terminate this Lease by giving Landlord notice of such termination within thirty (30) days of the partial destruction. If all or any part of the Demised Premises is damaged by cause due to gross negligence or willful misconduct of Tenant, its agents, employees, invitees, or licensees, there shall be compensated by the proceeds no apportionment or abatement of rents loss insuranceany rent nor any right to terminate. In no event Landlord shall Lessor not be required to provide its own money for restore fixtures or improvements made or owned by Tenant that were not part of Landlord's Work or subsequently constructed in the repair or restoration Demised Premises by Landlord as part of the Leased Premises Landlord’s work or other than Lease terms. Landlord acknowledges and agrees to use commercially reasonable efforts to find temporary substitute premises within the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable Property for repair of the Leased Premises with all Tenant (at commercially reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5terms) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveof any temporary closure due to casualty.

DESTRUCTION OF PREMISES. (A) If, 25. In the event of damage or partial destruction of the Premises during the term of this Lease from any cause covered by insurance carried, or required to be carried, by Lessor under this Lease, Lessor shall forthwith repair the Leased Premises are totally same, provided (a) no Event of Default exists, (b) such repairs can, in Lessor’s reasonable judgment, be completed within two hundred seventy (270) days after such damage under the laws and regulations of State, Federal, County or partially destroyed by fire or Municipal authorities, and (c) Lessee shall assign to Lessor the elements, so as proceeds of the insurance Lessee is required to render carry on the premises wholly unfit for occupancy, or make it impossible improvements and betterments in the opinion of a licensed third party arbitrator knowledgeable Premises in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor accordance with paragraph 11.2. Such damage or partial destruction shall in no way annul or void this Lease. Lessee shall have the right be entitled to terminate this Lease a proportionate reduction of rent from the date of the damage until such repairs are substantially completed or this Lease has been terminated, such proportionate reduction to be based upon the extent to which such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion making of such licensed third party arbitratorrepairs shall interfere with the business carried on by Lessee in the Premises. Upon If the giving cause of such noticedamage or partial destruction is not covered by insurance carried or required to be carried by Lessor or Lessee, or if the repairs cannot, in Lessor’s reasonable judgment, be completed within two hundred seventy (270) days after the damage or partial destruction, Lessor shall provide Lessee written notice thereof (“Lessor’s Damage Notice”) within sixty (60) days after such damage occurs and Lessor may, at its option, elect (and shall notify Lessee of such election in Lessor’s Damage Notice) to (a) make such repairs within a reasonable time, this Lease continuing in full force, or (b) terminate this Lease by notice to Lessee. In the event that Lessor does not so elect to make such repairs because the damage is not covered by insurance or the repairs cannot be made in two hundred seventy (270) days under applicable laws and regulations, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, or Lessor may re-enter and repossess terminate this Lease by written notice to the Leased Premises and may dispossess all parties then in possession thereofother given within thirty (30) days after delivery of Lessor’s Damage Notice. If not otherwise terminatedFurther, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs cannot be made in two hundred seventy (270) days under applicable laws and regulations, regardless of whether Lessor has elected to make such repairs, Lessee may terminate this Lease by written notice to Lessor given within thirty (30) days after delivery of Lessor’s Damage Notice. In respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are completedwaived by Lessee. In the event that the Building is damaged and the cost to repair the damage and restore the Building to its previous condition (including any required code upgrades) would, in Lessor’s reasonable judgment, exceed 33 1/3% of the replacement cost of the Building and other improvements on the Premises, Lessor may elect to terminate this Lease, whether the Premises are damaged or not. A total destruction of the Building shall terminate this Lease. In the event of any dispute between Lessor and Lessee relative to the provisions of this paragraph, such dispute shall be under no obligation resolved by mandatory arbitration pursuant to so repair during the last five (5) years Commercial Arbitration Rules of the term American Arbitration Association, using a panel of three (3) neutral arbitrators. The three arbitrators so selected shall hear and determine the Leasecontroversy and their decision thereon shall be final and binding upon both Lessor and Lessee, or as extended, but if Lessee who shall desire to rebuild during bear the last 12 months cost of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovesuch arbitration equally between them.

DESTRUCTION OF PREMISES. (A) If, during If the term of this Lease, the Leased Premises are totally or partially destroyed Building shall be damaged by fire or other casualty and such damage prevents Tenant from using the elementsPremises in substantially the same manner as it was used prior to such casualty or damage, so as to render and such damage is not repaired by Landlord within ninety (90) days after the premises wholly unfit for occupancydate of such fire or casualty (or, or make it impossible in the opinion case of a licensed third party arbitrator knowledgeable in damage the child care business repair of which reasonably acceptable requires more than ninety (90) days, if Landlord has not commenced such repair or is not proceeding with reasonable diligence under the circumstances to Lessee and Lessorcomplete such required repairs) or if such damage cannot reasonably be repaired or restored within one hundred eighty (180) days after the date of such fire or casualty, for Lessee to conduct its business therein, then either Lessor Tenant or Lessee Landlord shall have the right to terminate this Lease from by written notice to the other delivered not more than one hundred and twenty (120) days following the occurrence of the damage. If Landlord elects not to seek to repair such damage, but does not simultaneously elect to terminate the Lease, Landlord shall notify Tenant of its election not to repair within thirty (30) days after the date of such damage fire or destruction by giving written notice. The parties agree casualty, and Tenant’s right to use reasonable promptness to obtain the opinion terminate this Lease shall begin upon receipt of such licensed third party arbitratornotice from Landlord. Upon In the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case event of any such termination, Lessor may re-enter with respect to any portion of the Premises which was not damaged, Tenant shall be required to comply with all of the other requirements of this Lease relating to the termination, cancellation or expiration of this Lease, including without limitation the requirements of Section 34 relating to surrender of the Premises. From the date of the casualty until the effective date of such termination, the Rent shall be abated by multiplying the Rent then due by a fraction the numerator of which shall be the number of square feet of the Premises which is not usable and repossess in fact is not used by Tenant and the Leased Premises and may dispossess all parties then in possession thereofdenominator of which shall be the total number of square feet of the Premises. In the event, however, that such damage is due to the gross negligence or willful misconduct of the Tenant, Tenant’s servants, employees, agents, visitors or licensees, there shall be no apportionment or abatement of Rent. If not otherwise terminated, in the event the Leased Premises Building shall be repaireddamaged by fire or other casualty and neither Tenant nor Landlord elects to terminate this Lease, restoredas provided above, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available)Landlord, but otherwise at its own sole cost and expense, within one hundred eighty (180) days from shall promptly repair or reconstruct the date of destruction (subject damage to force majuere as set forth in paragraph C hereofthe Building and Tenant, then all rents payable by Lessee at its cost and expense, shall promptly repair or reconstruct any damage to Tenant’s leasehold improvements, alterations or modifications to the Premises made after the Commencement Date. Until such time that the damage is substantially repaired, the Rent shall be abated during by multiplying the period Rent then due by a fraction the numerator of repair which shall be the number of square feet of the Premises which is not usable and restoration in fact is not used by Tenant and the denominator of which shall be the total number of square feet of the Premises. In the event, however, that such damage is due to the extent Lessor gross negligence or willful misconduct of the Tenant, Tenant’s servants, employees, agents, visitors or licensees, there shall be compensated by the proceeds no apportionment or abatement of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveRent.

DESTRUCTION OF PREMISES. (A) If, during Should the term of this Lease, the Leased Premises are totally or partially destroyed be so damaged by fire or the elementsother casualty not caused by Tenant or Tenant's employees, so as to render the premises wholly unfit for occupancyagents, representatives or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor invitees such that rebuilding or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If repairs cannot otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofsuch casualty, then all rents payable either Landlord or Tenant may terminate this Lease by Lessee written notice to the other given within thirty (30) days of the date of such damage or destruction, in which event rent shall be abated during from the period date of repair such damage or destruction. However, if the damage or destruction is such that rebuilding or repairs can be completed within one hundred eighty (180) days, Landlord covenants and agrees, subject to the provisions of this Paragraph 17 and the condition that sufficient insurance proceeds are available to permit and pay for same, to make such repairs with reasonable promptness and dispatch, and to allow Tenant an abatement in the rent for such time as the Premises are untenantable or proportionately for such portion of the Premises as shall be untenantable, and Tenant covenants and agrees that the terms of this Lease shall not be otherwise affected. Such repairs and restoration relating to Tenant Improvements or other improvements made by or for Tenant shall be made at Tenant's expense in accordance with plans and specifications approved by Landlord and Tenant; provided, however, Landlord shall assign to Tenant any insurance proceeds from Landlord's insurance policy covering Tenant Improvements, up to the amount expended in accomplishing the Landlord. Except as provided in the preceding sentence, repairs and restoration to the extent Lessor Premises required by this Lease to be furnished by Landlord at its expense (other than Tenant Improvements) shall be compensated by the proceeds of rents loss insurancemade at Landlord's expense. In no event shall Lessor Landlord be required to provide its own money for the repair or restoration replace any trade fixtures, furniture, equipment or other property belonging to Tenant; nor shall Landlord have any obligation to incur any cost to repair, reconstruct or restore the Premises in excess of insurance proceeds from the casualty necessitating such work that are made available to Landlord, under its sole control, for such work. Notwithstanding anything to the contrary contained in this Paragraph, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty contained under this Paragraph occurs during the last twelve (12) months of the Leased Premises other than Term of this Lease, and if Landlord so elects not to repair, reconstruct or restore the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee Premises, then this Lease shall be liable for repair terminated as of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovesuch determination is made.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust any claim under xxxx xxxxxxxce policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, during the term Term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of after such damage or destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xnder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than One Hundred Thousand Dollars ($100,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last three (3) years of the remaining Term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining Term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available to rebuild the Leased Premises conditioned for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessee then exercising its next renewal option under the Lease. Lessor will make Lessor's receipt of insurance proceeds available (and the deductible thereunder) payable under policies maintained pursuant to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovethis Lease.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild), then with the Lessor's prior written consent (if the repairs will exceed the amounts set forth in Article 8(B)), which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust anx xxxxx xxxer such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. The Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. Provided, however, Lessee may elect to replace the Leased Premises with all a different restaurant concept subject to Lessor's prior written approval, which approval shall not be unreasonably withheld or delayed. If the insurance proceeds are less than One Hundred Thousand Dollars ($1000,000), they shall be paid to Lessee for such repair and restoration. If the insurance proceeds are greater than or equal to One Hundred Thousand Dollars ($100,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of a commercially reasonable speed, and the rents shall recommence on the date that the repairs are completedconstruction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds Twenty- Five Percent (25%) of the original cost to Lessor to acquire its interest in the Lease Premises from Lessee, all plans and specifications for such rebuilding or restoration shall be subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to complete construction and Lessee shall deposit the same with Escrowee for disbursement under no obligation the construction escrow agreement. Provided, further, that should the Leased Premises be damaged or destroyed to so repair the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in Lessor's reasonable opinion) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the affidavit of an independent third party contractor as to the estimated time of repair) during the last two years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years in order to be entitled to such insurance proceeds for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available in the amount estimated to restore or rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovePremises.

DESTRUCTION OF PREMISES. (A) IfIf the Leased Premises herein shall be partially damaged by fire or other casualty, during the term damages shall be repaired by and at the expense of LESSOR, unless such fire or other casualty was caused by the act or omission of LESSEE, in which case such repairs shall be affected by and at the expense of LESSEE. If LESSOR is obligated to affect the repairs, said repairs shall be made promptly except that if LESSOR, a special district under the laws of the State of Florida, is unable to obtain budgeted and appropriated funds to affect the repairs, then LESSOR may terminate this LeaseLease without penalty or expense. If LESSEE is obligated to affect the repairs, no penalty shall accrue for reasonable delay, which may arise by reason of adjustment of insurance on the part of LESSEE. If the Leased Premises are totally damaged or partially destroyed are rendered wholly untenantable by fire or other casualty, the elementsLESSOR shall promptly restore or rebuild the same and rent shall xxxxx until restoration or rebuilding are completed. The damages shall be repaired by and at the expense of LESSOR, so as to render unless such fire or other casualty was caused by the premises wholly unfit for occupancyact or omission of LESSEE, in which case the LESSEE shall promptly restore or make it impossible rebuild the same at its sole expense and rent shall not xxxxx. However, in the opinion case of a licensed third party arbitrator knowledgeable in LESSOR's obligation to restore or rebuild the child care business reasonably acceptable to Lessee Leased Premises, if the Leased Premises are totally damaged or rendered wholly untenantable by fire or said other casualty and Lessorthe Premises cannot be restored or rebuilt within thirty (30) days, for Lessee to conduct its business therein, then either Lessor or Lessee LESSEE shall have the right to terminate and option of terminating this Lease from lease as of the date of such damage casualty or destruction cause within thirty (30) days thereafter by giving written notice. The parties agree notice to use reasonable promptness to obtain the opinion LESSOR, and any rents or other payments shall be prorated as of the effective date of such licensed third party arbitrator. Upon termination and refunded to LESSEE or paid to LESSOR as the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovebe.

DESTRUCTION OF PREMISES. (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the other elements, so as to render the premises wholly unfit for occupancy, or make it impossible within a reasonable time (but in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the no event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within longer than one hundred eighty (180) days from the date of destruction (and subject to force majuere the provisions herein below), Lessee shall repair and restore the improvements so damaged or destroyed as set forth in paragraph C hereof, then all nearly as may be practical to their condition immediately prior to such casualty. All rents payable by Lessee shall be abated during the period of repair and restoration to the extent that Lessor shall be compensated by the proceeds of rents the rent loss insurance. In no event shall Lessor be insurance required to provide its own money be maintained by Lessee hereunder. Provided Lessee is not in default hereunder (and retains according to the terms hereof the right to rebuild) with the Lessor's prior written consent, which consent shall not be unreasonably withheld or delayed, Lessee shall have the right to promptly and in good faith settle and adjust xxx xxxxx xnder such insurance policies with the insurance company or companies on the amounts to be paid upon the loss. The insurance proceeds shall be used to reimburse Lessee for the repair cost of rebuilding or restoration of the Leased Premises. Risk that the insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee. The Leased Premises other shall be so restored or rebuilt so as to be of at least equal value and substantially the same character as prior to such damage or destruction. If the insurance proceeds are less than Fifty Thousand Dollars ($50,000), they shall be paid to Lessee for such repair and restoration. If the net insurance proceeds are greater than or equal to Fifty Thousand Dollars ($50,000), they shall be deposited by Lessee and Lessor into a customary construction escrow at a nationally recognized title insurance company, or at Lessee's option, with Lessor ("Escrowee") and shall be made available from time to time to Lessee for such repair and restoration. Such proceeds shall be disbursed in conformity with the terms and conditions of moneys received by it from any insurance policy or policies covering such loss or damagesa commercially reasonable construction loan agreement. Lessee shall, in either instance, deliver to Lessor or Escrowee (as the case may be) satisfactory evidence of the estimated cost of completion together with such architect's certificates, waivers of lien, contractor's sworn statements and other evidence of cost and of payments as the Lessor or Escrowee may reasonably require and approve. If the estimated cost of the work exceeds One Hundred Thousand Dollars ($100,000), all plans and specifications for such rebuilding or restoration shall be liable subject to the reasonable approval of Lessor. Any insurance proceeds remaining with Escrowee after the completion of the repair or restoration shall be paid to Lessor to reduce the sum of monies expended by Lessor to acquire its interest in the Lease Premises and rent hereunder shall be reduced by 10.5% of such amount. If the proceeds from the insurance are insufficient, after review of the bids for completion of such improvements, or should become insufficient during the course of construction, to pay for the total cost of repair or restoration, Lessee shall, prior to commencement of work, demonstrate to Escrowee and Lessor's reasonable satisfaction, the availability of such funds necessary to completion construction and Lessee shall deposit the same with Escrowee for disbursement under the construction escrow agreement. Provided, further, that should the Leased Premises with all reasonable speed, be damaged or destroyed to the extent of fifty (50%) percent of its value or such that Lessee cannot carry on business as a casual dining restaurant without (in the opinion of a licensed third party architect reasonably approved by Lessor and Lessee) being closed for more than sixty (60) days (which duration of closure may be established by Lessee by the rents shall recommence on affidavit of the date that approved independent third party architect as to the repairs are completed. Lessee shall be under no obligation to so repair estimated time of repair) during the last two (2) years of the remaining term of this Lease or any of the option terms of this Lease, if any further options to renew remain, Lessee may elect within 30 days of such damage, to then exercise at least one (1) option to renew this Lease so that the remaining term of the Lease is not less than five (5) years of the term of the Lease, or as extended, but if Lessee shall desire in order to rebuild during the last 12 months of the Lease term, Lessor will make be entitled to such insurance proceeds available for restoration or rebuilding. Absent such election, this Lease shall terminate upon Lessor's receipt of funds at least equal to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveestimated cost of such repair or restoration.

DESTRUCTION OF PREMISES. (A) If, during If the term of this LeasePremises, the Leased Premises are totally Building, or partially destroyed the Property is rendered substantially untenantable by fire or other casualty, the elementsLandlord may elect, so by giving the Tenant written notice within sixty (60) days after the date of the fire or casualty, either to: (a) terminate this Lease as of the date of the fire or other casualty; or (b) proceed to render repair or restore the premises wholly unfit for occupancyPremises, the Building, or the Property (other than the leasehold improvements and personal property installed by the Tenant), to substantially the same condition as existed immediately prior to fire or other casualty. If the Landlord elects to proceed pursuant to 16(b) above, the Landlord's notice shall contain the Landlord's reasonable estimate of the time required to substantially complete the repair or restoration. If the estimate indicates that the time so required will exceed one hundred twenty (120) days from the date of the casualty and the Landlord does not make it impossible available to the Tenant for its use and occupancy other office space, substantially similar to the Premises and located in the opinion of a licensed third party arbitrator knowledgeable Property or in the child care business reasonably acceptable Center, if any, pursuant to Lessee and Lessor, for Lessee to conduct its business thereinSection 23, then either Lessor or Lessee the Tenant shall have the right to terminate this Lease from as of the date of such damage or destruction casualty by giving written notice to the Landlord not later than twenty (20) days after the date of the Landlord's notice. The parties agree to use reasonable promptness to obtain If the opinion of such licensed third party arbitrator. Upon Landlord's estimate indicates that the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall repair or restoration can be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, substantially completed within one hundred eighty (180) days from days, or if the Tenant fails to exercise its right to terminate this Lease, this Lease shall remain in force and effect. If the Premises are damaged by fire or other casualty but the Premises are not rendered substantially untenantable, then the Landlord shall diligently proceed to repair and restore the damaged portions thereof (other than the leasehold improvements and personal property installed by the Tenant), to substantially the same condition as existed immediately prior to such fire or other casualty, unless such damage occurs during the last twelve (12) months of the Term, in which event the Landlord shall have the right to terminate this Lease as of the date of destruction such fire or other casualty by giving written notice to the Tenant within thirty (subject to force majuere as set forth in paragraph C hereof30) days after the date of such fire or other casualty. If all or any part of the Premises are damaged by fire or other casualty and this Lease is not terminated, then all rents payable by Lessee the Rent shall be abated during xxxxx for that part of the period Premises which are untenantable on a per diem and proportionate area basis from three (3) days after the date of the fire or other casualty until the Landlord has substantially completed the repair and restoration to work in the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be Premises which it is required to provide its own money for perform, provided, that as a result of such fire or other casualty, the repair or restoration Tenant does not occupy the portion of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering which are untenantable during such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveperiod.

DESTRUCTION OF PREMISES. (A) If, 25. In the event of damage or partial destruction of the Premises during the term of this Lease from any cause covered by insurance carried, or required to be carried, by Lessor under this Lease, Lessor shall forthwith repair the Leased Premises are totally or partially destroyed by fire or the elementssame, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either provided (a) Lessor or Lessee shall have the right to terminate has not terminated this Lease from the date due to an Event of Default, (b) such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminatedrepairs can, in the event the Leased Premises shall Lessor’s reasonable judgment, be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, completed within one hundred eighty (180) days from after such damage under the date laws and regulations of destruction State, Federal, County or Municipal authorities, and (subject to force majuere as set forth in paragraph C hereof, then all rents payable by c) Lessee shall be abated during the period of repair and restoration assign to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be the insurance Lessee is required to provide carry on its own money for improvements and betterments in the repair Premises in accordance with paragraph 11.2. Such damage or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy partial destruction shall in no way annul or policies covering such loss or damagesvoid this Lease. Lessee shall be liable for entitled to a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which such damage and the making of such repairs shall interfere with the business carried on by Lessee in the Premises. If the cause of such repairs is not so covered by insurance or cannot, in Lessor’s reasonable judgment, be completed within two hundred seventy (270) days after the damage or partial destruction, Lessor shall provide Lessee written notice thereof (“Lessor’s Damage Notice”) within sixty (60) days after such damage occurs and Lessor may, at its option, elect (and shall notify Lessee of such election in Lessor’s Damage Notice) to (a) make such repairs within a reasonable time, this Lease continuing in full force, or (b) terminate this Lease by notice to Lessee. In the event that Lessor does not so elect to make such repairs because the damage is not covered by insurance or cannot be made in one hundred eighty (180) days under applicable laws and regulations, Lessee or Lessor may terminate this Lease by written notice to the other given within thirty (30) days after delivery of Lessor’s Damage Notice. In respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provisions of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Leased Civil Code of the State of California are waived by Lessee. In the event that the Building is damaged and the cost to repair the damage and restore the Building to its previous condition (including any required code upgrades) would, in Lessor’s reasonable judgment, exceed 33 1/3% of the replacement cost of the Building and other improvements on the Premises, Lessor may elect to terminate this Lease, whether the Premises with all reasonable speedare damaged or not. A total destruction of the Building shall terminate this Lease. In the event of any dispute between Lessor and Lessee relative to the provisions of this paragraph, such dispute shall be resolved by mandatory arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, using a panel of three (3) neutral arbitrators. The three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be final and binding upon both Lessor and Lessee, who shall bear the cost of such arbitration equally between them. Notwithstanding the foregoing in this Section 25, (a) Lessor shall not have the right to terminate this Lease if the damage is relatively minor (costing less than ten percent (10%) of the replacement cost of the Building to restore) or Lessor actually intends to restore the damage, and (b) if the rents shall recommence on the date that the repairs Premises are completed. damaged by any peril and Lessor does not terminate this Lease, then Lessee shall have the option to terminate this Lease if the Premises cannot in Lessor’s reasonable judgment be under no obligation fully restored by Lessor to so repair during their prior condition within two hundred seventy (270) days after the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovedamage.

DESTRUCTION OF PREMISES. Risk of loss shall remain with Lessor until ----------------------- the Commencement Date. After the Commencement Date, if the Leased Premises are damaged, destroyed or rendered wholly or partially untenantable for Lessee's intended use, by fire or other casualty, insured or which should have been insured under the coverage Lessor is obligated to carry pursuant to Paragraph 10 of this Lease, then after written notice of the casualty events from Lessee to Lessor, Lessor shall commence repair of the Leased Premises within a reasonable period of time following Lessor's receipt of the permits necessary to perform such restoration, and its receipt of insurance proceeds (Aor the availability of such proceeds in the event the insurer or Lessor's lender requires such proceeds to be escrowed), and restore the Leased Premises to substantially the same condition in which the Leased Premises were in immediately prior to the occurrence of the casualty, except as otherwise provided in this paragraph, within a reasonable period of time following the commencement of such restoration. Lessor's obligation to rebuild is limited to the extent that insurance proceeds are available and sufficient to restore the Leased Premises. In the event Lessor fails to commence such restoration within one hundred twenty (120) Ifdays following the casualty (or such longer period of time as reasonably necessary in the event Lessor is delayed solely due to the failure of the applicable municipal authorities to issue permits for Lessor to commence such restoration, such longer period not to exceed thirty (30) days) and/or Lessor fails to complete such restoration and tender possession of the Leased Premises to Lessee within one (1) year following such casualty event, then in either of such events, Lessee shall be entitled to terminate this Lease upon written notice to Lessor. From the date of such casualty, until the Leased Premises are so repaired and restored, rent and all other charges and items payable hereunder shall xxxxx in such proportion as the part of the Leased Premises thus destroyed or rendered untenantable bears to the total Leased Premises. However, if fifty percent (50%) or more of the Leased Premises (based upon the cost to replace the Leased Premises damaged or destroyed, as compared with the market value of the improvements on the Leased Premises immediately prior to such fire or other casualty, as shown by certificate of Lessor's architect), is destroyed or rendered untenantable by fire or other casualty during the last year of the term, or during the last year of any extension term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease effective as of the date of the casualty, by giving written notice of termination to the other within thirty (30) days of such casualty; provided, however, Lessee shall have the right to nullify any Lessor termination by exercising an option to extend this Lease (if available). If the notice of termination is given within this thirty (30) day period, this Lease shall terminate, and rent and all other charges shall xxxxx as aforesaid from the date of such damage or destruction by giving written notice. The parties agree casualty, and Lessor shall promptly repay to use reasonable promptness to obtain Lessee any Base Rent paid in advance which has not been earned as of the opinion date of such licensed third party arbitratorcasualty. Upon If the giving of such noticenotice is not given, Lessee shall immediately surrender and Lessor is required or elects to repair or rebuild the Leased Premises as herein provided, then Lessee shall, promptly after Lessor's completion of its restoration obligations and all interest therein to Lessor, and in case delivery of any such termination, Lessor may re-enter and repossess the Leased Premises to Lessee, repair and may dispossess all parties then in possession thereofreplace Lessee's property at the Leased Premises to at least their condition prior to the damage or destruction. If not otherwise terminatedNotwithstanding the foregoing, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use holder of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of any mortgage lien on the Leased Premises other than requires that the net insurance proceeds of moneys received by it from any insurance policy or policies covering be applied to such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speedindebtedness, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall Lessor does not desire to rebuild during use other funds to reconstruct, then Lessor shall have the last 12 months right to terminate this Lease by delivering written notice of termination to Lessee within thirty (30) days following the Lease termdetermination of same by the holder of such mortgage lien, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovewhereupon all rights and obligations of either party hereunder shall cease.

DESTRUCTION OF PREMISES. If the Leased premises are damaged by act of God, by fire or other casualty, to the extent of fifty percent (A50%) Ifor less of the replacement cost thereof prior to such casualty (partial damage), during and such partial damage can be repaired at a cost which does not exceed the term collectible proceeds of this Leaseinsurance covering such loss, Lessor shall repair such damage. If the Leased Premises are totally or partially destroyed damaged by act of God, by fire or other casualty to the elementsextent of fifty percent (50%) or less of the replacement cost thereof prior to such casualty (partial damage), so and the cost of repair of the partial damage exceeds the collectible proceeds of insurance covering such loss, the Lessor shall notify Tenant of the amount of such excess cost and Tenant shall have ten (10) days from the date of such notice within which to notify Lessor of the election of Tenant to pay such excess cost. If Tenant elects to pay such excess cost, Lessor shall repair such damage, and Tenant shall pay to Lessor in advance, the amount of such excess cost. If Tenant does not elect to pay such excess cost, and Lessor considers it impractical or inadvisable to repair the partial damage, Lessor shall give Tenant written notice of such decision within ten (10) days after receipt by Lessor of notice from Tenant of Tenant’s election not to pay such excess cost, and this lease shall terminate as to render of the premises wholly unfit for occupancy, or make it impossible in the opinion date of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either such casualty. Lessor or Lessee shall have the right alternative to repair such damage, at the expense of Lessor, and in such event this lease shall continue in full force and effect. If the Leased Premises are damaged or destroyed by act of God, by fire or other casualty to the extent of more than fifty percent (50%) of the replacement cost thereof prior to such casualty, and Lessor considers it impractical or inadvisable to repair or reconstruct, Lessor shall give Tenant written notice of such decision and this lease shall terminate as of the date of such damage or destruction. Lessor shall have a period of thirty (30) days following the damage or destruction within which to decide whether repairs or reconstruction shall be made. If Lessor elects to repair or reconstruct, this Lease lease shall continue in full force and effect. Any repairs to be made under the provisions of this paragraph shall be commenced without undue delay and shall be diligently prosecuted to completion. In no event shall Tenant be entitled to any reduction of rent from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for until the repair or restoration reconstruction is completed. Trade fixtures of Tenant and leasehold improvements made by Tenant shall not be considered in determining the Leased Premises other than the net proceeds percentage of moneys received by it from any insurance policy or policies covering such loss or damagesdamages under this paragraph. Lessee Nothing contained herein shall be liable construed as a limitation upon the right of Tenant to insure such trade fixtures or leasehold improvements for repair the benefit of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveTenant.

DESTRUCTION OF PREMISES. (A) If, during If the term of this LeasePremises herein shall be partially damaged by fire or other casualty, the Leased damages shall be repaired by and at the expense of LESSOR, unless such fire or other casualty was caused by the act or omission of LESSEE, in which case such repairs shall be effected by and at the expense of LESSEE. If LESSOR is obligated to effect the repairs, said repairs shall be made promptly except that if LESSOR, special district under the laws of the State of Florida, is unable to obtain budgeted and appropriated funds to effect the repairs, then LESSOR may terminate this Lease without penalty or expense. If LESSEE is obligated to effect the repairs, no penalty shall accrue for reasonable delay, which may arise by reason of adjustment of insurance on the part of LESSEE. If the Premises are totally damaged or partially destroyed are rendered wholly untenantable by fire or other casualty, LESSOR shall promptly restore or rebuild the elementssame and rent shall abate until restoration or rebuilding are completed. The damages shxxx xe repaired by and at the expense of LESSOR, so as to render unless such fire or other casualty was caused by the premises wholly unfit for occupancyact or omission of LESSEE, in which case the LESSEE shall promptly restore or make it impossible rebuild the same at its sole expense and rent shall not abate. However, in the opinion case of a licensed third party arbitrator knowledgeable in LESSOR's obligation to restore or rexxxxx the child care business reasonably acceptable to Lessee Premises, if the Premises are totally damaged or rendered wholly untenantable by fire or said other casualty and Lessorthe Premises cannot be restored or rebuilt within ninety (90) days, for Lessee to conduct its business therein, then either Lessor or Lessee LESSEE shall have the right to terminate and option of terminating this Lease from as of the date of such damage casualty or destruction cause within ninety (90) days thereafter by giving written notice. The parties agree notice to use reasonable promptness to obtain LESSOR, and any rents or other payments shall be prorated as of the opinion effective date of such licensed third party arbitrator. Upon termination and refunded to LESSEE or paid to LESSOR as the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovebe.

DESTRUCTION OF PREMISES. (A) If, If during the term of this Leaselease the Building shall be damaged by fire, earth quake, or other catastrophe or should the Building, during said term, be damaged by some other cause other than by Tenant, or for which Tenant is not liable, and it shall appear that such damage cannot be repaired or restored within ninety (90) working days after possession is given for the purpose of restoring and/or repairing the same, then and in that event this lease shall terminate, the Leased Premises are totally parties thereto shall be released of any and all further obligations hereunder, and any rental paid in advance at the date when such damage shall have occurred shall be refunded to Tenant upon demand therefor; but if it shall appear that such damage may be repaired within said period of ninety (90) days, then this lease shall not terminate by reason thereof, but Landlord shall immediately proceed to have such repairs made and to restore the Building substantially to the condition in which it was at the time such damage occurred, and the same shall be so repaired and restored within ninety (90) working days after Tenant shall permit Landlord to enter for the purpose of doing such work, provided that the delay in causing such repairs to be made due to strike, lock-out, or partially destroyed by fire other cause beyond the control of or not the elementsfault of Landlord shall not be deemed to be a violation of the terms of this paragraph. In the event of any such reparable damage, so as Tenant shall be allowed a reasonable deduction in the amount of rent to render be paid to Landlord during the time that Tenant's occupancy and use of the premises wholly unfit for occupancy, shall be interfered with or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of restricted by such damage or destruction by giving written noticethe work repairing the same. The Should the parties hereto be unable to agree as to use reasonable promptness the character of the damage, and/or as to obtain the opinion of such licensed third party arbitrator. Upon time within which the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor same may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restoredor as to the amount of the allowance to be made to Tenant in reduction of Tenant's rent, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofherein provided, then on demand of either of the parties hereto, such or all rents payable by Lessee of the questions shall be abated during the period of repair and restoration to the extent Lessor shall be compensated determined by the proceeds common law of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration arbitration of the Leased Premises other than the net proceeds of moneys received three disinterested persons, one chosen by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speedTenant, on by Landlord, and the rents shall recommence on third by the date that the repairs are completed. Lessee shall be under no obligation to two so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovechosen.

DESTRUCTION OF PREMISES. (A) If, If during the term of this LeaseLease said building should be totally destroyed or damaged to the extent of more than fifty percent (50%) of its usable value by fire, the Leased Premises are totally earthquake, or partially destroyed by fire or any other of the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinfrom some unforeseen or extraordinary cause, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, shall terminate and Lessee shall immediately surrender the Leased said Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair rebuild, and Lessee will thereupon be relieved from the payment of any further rent and shall be refunded on a pro rata basis any rent advanced or unearned that may at such time have been paid. If during the last five (5) years of the term of this Lease said building should be partially damaged to the Leaseextent of not more than fifty percent (50%) of its usable value by fire, earthquake or any other of the elements, or as extendedby reason of any defect therein, but if or in any part thereof, or from some unforeseen or extraordinary cause not the fault or negligence of Lessee, this Lease shall nevertheless continue in effect and Lessor agrees to make the necessary repairs with all reasonable diligence and, in all events, within one hundred twenty (120) days after such damage occurs. Should Lessor fail to make such repairs within said period, then Lessee may terminate this Lease by giving Lessor written notice thereof and shall be refunded on a prorated basis any advanced or unearned rent that may at such time have been paid; provided, however, that the obligation of Lessor to make such necessary repairs shall be subject to delay on account of strikes, lockouts, availability o contractors and materials, acts of God, national emergencies and other events beyond the control of Lessor. In the event of such partial loss, Lessee shall desire be entitled to rebuild during a rebate in the last 12 months rent to such amount as is proportionate to the value of the Lease termspace lost to Lessee, Lessor will make insurance proceeds available if any, for the period it is so lost. If the parties cannot agree upon the amount of such rebate, or upon the percentage of damage caused by said fire or other extraordinary cause, then the amount of such rebate or extent of such damage shall be determined and fixed by arbitrators, each of the parties appointing an arbitrator, and in case the two arbitrators so selected cannot agree, then they shall select a third arbitrator, and the decision of any two of said arbitrators, delivered in writing to rebuild the Leased Premises conditioned parties hereto, shall be conclusive and binding upon Lessee then exercising its next renewal option under both parties. Said arbitrators shall be licensed real estate appraisers. No such rebate shall be allowed unless a written notice of intention to claim such rebate be made by Xxxxxx and served upon Lessor, setting out the Lease. Lessor will make insurance proceeds available location and amount of space not occupied, within fifteen (15) days after the occurrence of the damage to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovebuilding from which said claim arises.

DESTRUCTION OF PREMISES. (A) If, In the event of a destruction of the Premises during the term Lease Term from any cause which is required to be covered by Lessor's property insurance, Lessor shall forthwith repair the same to the condition existing immediately prior to the destruction, but such destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of Rent while such repairs are being made to the extent of payments received by Lessor under its Loss of Rents Insurance coverage (coverage shall last up to twelve (12) months after start). With respect to any destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Lessee. Notwithstanding the above, Lessor is only obligated to repair or rebuild to the extent of the total of (i) insurance proceeds which are payable pursuant to the insurance Lessor is required to carry under the terms of this Lease, plus (ii) any deductible amount which Lessee is required to pay under the Leased terms of this Lease, plus (iii) any other funds Lessee may elect in its discretion to contribute. Should Lessor determine that insufficient or no insurance proceeds (together with the deductible and any other contributed funds) are available for repair or reconstruction of the Premises are totally or partially destroyed (for any reason other than Lessor's failure to carry the insurance required by fire or the elementsSection 6), so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct at its business thereinsole option, then either may terminate the Lease. Notwithstanding such Lessor or termination Lessee shall have the right to terminate option of continuing this Lease by agreeing to pay all repair costs to the Premises which are not required to be covered by Lessor's insurance. If the Premises is so damaged or made unusable by fire or casualty that same cannot be restored and made suitable and safe within 180 days from such damage or destruction, or if the restoration of the Premises is not substantially completed within said one hundred eighty day (180) period, Lessee may terminate the Lease effective as of the date of such damage fire or destruction casualty by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein notice given to Lessor, whereupon the Lease will terminate and in case all rent and other charges then due under the lease will be apportioned as of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (180) days from the date of destruction (such fire casualty, subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during a one day delay for each day of delay due to (i) governmental action after receipt of the period of repair and restoration to the extent Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required to provide its own money building permits for the repair or restoration of the Leased Premises Lessee Interior Improvements (other than governmental refusal to approve work which fails to comply with the net proceeds approved Lessee Improvement Plans or applicable Law or the building permit), (ii) acts of moneys received by it from any insurance policy or policies covering such loss or damages. God, (iii) due to circumstances beyond Lessor's reasonable control and (iv) Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboveDelay.

DESTRUCTION OF PREMISES. The second to the last sentence of Paragraph 12(b) of the Lease is hereby deleted in its entirety and replaced by the following: “If Landlord determines that the repair and restoration work to be performed by Landlord in accordance with Paragraph 12(a) hereof cannot, as reasonably estimated by Landlord (A) If, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available“Completion Estimate”), but otherwise at its own sole cost and expense, be completed such that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within one hundred eighty (180) days from the date of destruction (subject to force majuere as set forth in paragraph C hereofthe repair is started, then all rents payable by Lessee Tenant shall be abated during have the period of repair and restoration right to terminate this Lease upon written notice to the extent Lessor other within ten (10) days after receipt of the Completion Estimate. Tenant, however, shall be compensated not have the right to terminate this Lease if the Casualty was caused by the proceeds negligence or intentional misconduct of rents loss insuranceTenant or any Tenant’s Agents. In no event addition, Tenant shall Lessor be required have the right to provide its own money for the repair or restoration terminate this Lease if: (a) a substantial portion of the Leased Premises has been damaged by fire or other casualty and such damage cannot reasonably be repaired (as reasonably determined by Landlord) within sixty (60) days after Landlord’s receipt of all required permits to restore the Premises; (b) there is less than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee shall be liable for repair one (1) year of the Leased Premises with all reasonable speed, and the rents shall recommence Term remaining on the date that of such casualty; (c) the repairs are completed. Lessee shall be under no obligation casualty was not caused by the negligence or willful misconduct of Tenant or Tenant’s Agents; and (d) Tenant provides Landlord with written notice of its intent to so repair during terminate within thirty (30) days after the last five (5) years date of the term of fire or other casualty. If neither party exercises the Leaseright to terminate this Lease in accordance with this Paragraph 12(b), or as extended, but if Lessee Landlord shall desire to rebuild during repair such damage and restore the last 12 months of Building and the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuildsaccordance with Paragraph 12(a) hereof and this Lease shall, except as stated abovesubject to Paragraph 12(a) hereof, remain in full force and effect.”

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the Premises by an insured casualty or any casualty for which insurance is required hereunder during the said term of this Leasefrom any cause, Landlord shall forthwith repair the Leased Premises are totally or partially destroyed by fire or the elementssame, so as to render the premises wholly unfit for occupancy, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee shall have the right to terminate this Lease from the date of provided such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion of such licensed third party arbitrator. Upon the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessor, and in case of any such termination, Lessor may re-enter and repossess the Leased Premises and may dispossess all parties then in possession thereof. If not otherwise terminated, in the event the Leased Premises shall repairs can be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, made within one hundred eighty (180) days under the laws and regulations of State, Federal, County or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of rent from and after the date of damage until such repairs are completed, such proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the business carried on by Tenant in the said Premises in the reasonable judgement of Landlord. If such repairs cannot be made in one hundred eighty (180) days, Landlord may, at its option, make same within a reasonable time, this Lease continuing in full force and effect and the rent to be proportionately reduced as aforesaid in this paragraph provided. In the event that Landlord does not elect to make such repairs, or such repairs cannot be made under such laws and regulations, this Lease may be terminated at the option of Tenant For purposes of this paragraph "partial destruction" shall mean destruction to the extent of one-third (subject 1/3) of the Replacement Cost of the Premises or less. In the event the Premises are more than partially destroyed, Landlord or Tenant may elect to terminate this Lease, or Landlord may proceed with repairs, in which event this Lease shall continue in full force majuere and the rent shall be proportionately reduced as set forth in paragraph C hereofaforesaid. In respect to any partial destruction which Landlord is obligated to repair or may elect to repair under the terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Tenant. An uninsured casualty shall be deemed to exist only to the extent insurance was not required to be carried by either party hereunder for such casualty or if Tenant elects not to fund the difference between the amount of insurance proceeds actually paid to cover such damage and the cost to repair such damage. In the event of a total or partial destruction of the Premises by an uninsured casualty, then all rents payable by Lessee Landlord shall forthwith repair the same, provided such repairs will cost no more than $180,000 and can be made within 180 days under the laws and regulations of applicable governmental authorities; rent while such repairs are being made, shall be abated during based upon the period extent to which the repairs interfere with the business conducted by Tenant in the Premises. In the event of total or partial destruction of the Premises by an uninsured casualty which will cost more than. $180,000 to repair, or which can not be made within said 180 day period, Landlord shall be entitled to terminate, this Lease by notice to Tenant within ten (10) days after the occurrence of said damage. If Landlord elects to terminate because the repairs will cost more than $180,000, then Tenant may commit to fund the balance of the repair costs, in which event Landlord shall promptly make such repairs and restoration this Lease shall continue in full force and. effect. If Landlord does not elect to terminate the Lease, Landlord shall promptly make all repairs at its sole cost and this Lease shall continue in full force and effect. In the event of any dispute between Landlord and Tenant relative to the extent Lessor provisions of this paragraph, they shall each select an arbitrator, the two arbitrators so selected shall select a third arbitrator and the three arbitrators so selected shall hear and determine the controversy and their decision thereon shall be compensated by final and binding upon both Landlord and Tenant, who shall bear the proceeds cost of rents loss insurancesuch arbitration equally between them. In no event all events Landlord shall Lessor not be required to provide its own money for restore additions; alterations or improvements made by Tenant or replace Tenant's fixtures or personal property. In the repair event any repairs, whether with respect to an insured or restoration uninsured casualty, require more than one hundred eighty (180) days to complete in Landlord's reasonable estimation, Tenant shall be entitled to terminate this Lease by notice to Landlord of such termination within ten (10) days afterLandlord advises Tenant of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering time period required to complete such loss or damages. Lessee shall be liable for repair of the Leased Premises with all reasonable speed, and the rents shall recommence on the date that the repairs are completed. Lessee shall be under no obligation to so repair during the last five (5) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Lease term, Lessor will make insurance proceeds available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated aboverepairs.