Common use of Obligation to Rebuild Clause in Contracts

Obligation to Rebuild. (i) If any portion of the Mortgaged Property is damaged or destroyed by fire or other casualty, subject to Section 1(g)(iv) above, Borrower shall, at its sole cost and expense, forthwith repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretion. Lender, in such event, shall, to the extent the proceeds of the insurance are made available to Lender, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably require. To the extent, if any, that the proceeds of insurance made available as aforesaid are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower shall pay the amount by which such costs exceed the insurance proceeds made available as aforesaid. (ii) Notwithstanding the foregoing, in the event that Borrower fails to commence the repair or restoration of the Mortgaged Property pursuant to this Section 1(j) within sixty (60) days after the casualty, or if Borrower abandons or fails to diligently pursue completion of such repair or restoration (as determined in Lender's reasonable judgment), then Lender shall be entitled to apply the insurance proceeds first towards reimbursement of all costs and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these payments.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) above, Borrower Landlord. Tenant shall, at its sole cost and expense, forthwith diligently repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and diligently complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for permitted Alterations and such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionapplicable Laws. LenderLandlord, in such event, shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender Landlord may reasonably require. To the extent, if any, extent that the available proceeds of insurance made available as aforesaid are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower and notwithstanding the expiration or termination of the Lease Term of this Lease, Tenant shall pay the amount by which such costs exceed the available insurance proceeds. Any surplus of insurance proceeds made available as aforesaid. (ii) over the cost of restoration, net of all reasonable out-of-pocket expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Tenant. Notwithstanding the foregoing, in the event that Borrower fails if any such damage or destruction occurs during any Extension Period, Tenant may elect to commence the repair or restoration of the Mortgaged Property pursuant terminate this Lease upon written notice to this Section 1(j) Landlord within sixty (60) days after the casualty, or if Borrower abandons or fails to diligently pursue completion occurrence of such repair damage or restoration (destruction provided Tenant pays to Landlord all rent and other amounts accruing under this Lease through the date of termination, and except as determined in Lender's reasonable judgment)to obligations hereunder which expressly survive any termination of this Lease. In the event of any such termination of this Lease, then Lender Landlord shall be entitled to apply the retain all proceeds of insurance relating to such damage and destruction, and Tenant shall promptly pay to Landlord any such insurance proceeds first towards reimbursement received by Tenant and hereby assigns to Landlord all rights of all costs and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall Tenant to receive such application extend or reduce the amount of any of these paymentsinsurance proceeds.

Obligation to Rebuild. (i) If any portion In the event that some or all of the Mortgaged Property is --------------------- improvements constituting a part of the Premises or the Premises itself are damaged or destroyed by fire destroyed, partially or other casualtytotally, subject from an insured loss or earthquake or a loss which would have been insured but for the actions or failure to Section 1(g)(ivact of Lessee, its agents, employees or invitees, or from an uninsured loss which would cost less than One Million Dollars ($1,000,000. 00) above, Borrower shall, at its sole cost and expense, forthwith to repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possibledetermined by an independent licensed architect retained by Lessor, then Lessee shall repair, restore and rebuild the Premises to the its condition they were in existing immediately prior to such damage or destructiondestruction and this Lease shall remain in full force and effect. Such repair, except restoration and rebuilding (all of which are herein individually and collectively called "repair") shall be commenced within a reasonable time after such damage or destruction has occurred and shall be diligently pursued to completion. Lessee shall pay all costs of such repair in excess of the available insurance proceeds. The appearance of "Hazardous Material" (as defined in Paragraph 45.2 below) shall not be deemed an occurrence of damage or destruction which is subject to the terms of this Section. In the event of an uninsured loss for such changes in design which Lessee does not have the obligation to repair, as set forth above, Lessor shall have the option, at its sole discretion, to contribute the uninsured amount and repair or materials as may then be required by law or are approved by Lender in Lender's reasonable discretion. Lendercontribute the uninsured amount and require Lessee to repair the Premises, in such event, shall, to the extent the proceeds of the insurance are made available to Lender, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably require. To the extent, if any, that the proceeds of insurance made available as aforesaid are insufficient which event Lessee's obligation to pay rent shall not terminate during the entire cost period of making reconstruction. Lessor shall notify Lessee of its election to require such repairs, restoration, rebuilding and replacements, Borrower shall pay the amount by which such costs exceed the insurance proceeds made available as aforesaid. repair within thirty (ii) Notwithstanding the foregoing, in the event that Borrower fails to commence the repair or restoration of the Mortgaged Property pursuant to this Section 1(j) within sixty (6030) days after the casualty, or if Borrower abandons or fails to diligently pursue completion date of occurrence of such damage. In the event Lessor elects not to repair or restoration (the Premises, this Lease shall terminate as determined in Lender's reasonable judgment), then Lender shall be entitled to apply the insurance proceeds first towards reimbursement of all costs and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment of the Indebtedness or any portion date of it, whether or not then due or payable and in whatever order occurrence of maturity as Lender may electsuch damage. Application of proceeds by Lender toward later maturing installments of the Indebtedness Nothing herein shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsobviate Lessee's obligations under Paragraph 8.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) aboveLandlord. Tenant shall promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, Borrower restoration, rebuilding or replacement, and Tenant shall, at its sole cost and expense, forthwith promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, Landlord shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant shall not be in default under this Lease, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor, which request shall be accompanied by a certification from Tenant's architect certifying as to completion of the work for which reimbursement is being requested. To the extent, if any, that the proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed the remainder. Any surplus of insurance proceeds made available as aforesaidover the cost of restoration, net of all reasonable expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Landlord. Tenant hereby waives any statutory right relating to casualties, it being understood and agreed by the parties that the provisions of this Article 8 shall govern and control in all events. (ii) 8.1.1 Notwithstanding the foregoing, in the event that Borrower fails Tenant is unable to commence the repair obtain any necessary governmental approvals, authorizations or restoration permits, despite Tenant's diligent pursuit of the Mortgaged Property pursuant to this Section 1(j) within same, three hundred sixty (60360) calendar days after from the casualty, or if Borrower abandons or fails to diligently pursue completion date of such repair fire or restoration casualty (as determined in Lender's reasonable judgmentsuch period not to include unreasonable delays caused by Tenant), then Lender Tenant shall be entitled have the option to apply ten11inate this Lease. In the event Tenant elects to so terminate, Tenant shall pay to Landlord the difference, ,if any, between the insurance proceeds first towards reimbursement of all costs received by Landlord and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment unamortized portion of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsPremises Cost.

Obligation to Rebuild. (i) If In the event of damage to or destruction of the Premises, or any portion thereof, by casualty or any other cause whatsoever, then Tenant, and not Landlord, shall be obligated to complete the restoration and repair thereof in accordance with the terms of this Section 8.1; provided, however, that Tenant shall have the Mortgaged Property is damaged or destroyed by fire or other casualty, right to use the casualty insurance proceeds for such restoration and repair in accordance with the terms set forth herein and shall be obligated to repair the Premises only to their condition on the Delivery Date pursuant to the Plans and Specifications (subject to Section 1(g)(iv) above, Borrower shall, at its sole cost and expense, forthwith repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such alterations thereof required by changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionany governmental codes). LenderTenant shall have the sole right to negotiate, in such event, shall, to the extent the proceeds of the prosecute and adjust any clain1 for casualty insurance are made available to Lender, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requireproceeds. To the extent, if any, that the proceeds of insurance made available as aforesaid are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower shall pay the amount by which such costs exceed the insurance proceeds made available as aforesaid. (ii) Notwithstanding the foregoing, in the event that Borrower fails to commence the Any repair or restoration of the Mortgaged Property pursuant to this Section 1(j) Premises shall be commenced by Tenant within sixty (60) days after receipt of casualty insurance proceeds and all necessary approvals for repair and restoration (but in no event greater than two hundred seventy (270) days following the casualtycasualty , not including delays in obtaining the necessary approvals for repair and restoration which are beyond Tenant's control) and Tenant shall make diligent efforts to complete the repair and restoration within one hundred eighty (180) days following commencement of the restoration. Within thirty (30) days after an event of damage or if Borrower abandons destruction, Tenant shall deliver to Landlord notice of the anticipated period of restoration. Unless this Lease is terminated in accordance with Section 8.2 below, all casualty insurance proceeds for the Premises shall be paid into a construction escrow account to ensure that the Premises will be restored as required herein to be held by a title company selected jointly 'by Landlord, Landlord's lender and Tenant. The construction escrow account shall be released to Tenant to restore or fails rebuild the Premises pursuant to diligently pursue the terms of an agreement to be agreed to by Landlord, Landlord's lender and Tenant, all acting reasonably, allowing for draws by Tenant on at least a monthly basis as construction proceeds and requiring the' customary presentation of architects certifications, title policy updates and lien waivers or releases for the disbursement of money from such construction escrow account. Upon Tenant's completion of such any repair or restoration (as determined required herein and certification by Tenant's architect that such repair and restoration has been completed in Lenderaccordance with the plans and specifications for such restoration, Tenant's reasonable judgment), then Lender obligation to repair or restore following the casualty shall be entitled satisfied and thereafter Tenant shall have no further obligation or liability to apply Landlord with respect to the insurance proceeds first towards reimbursement of all costs and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment condition of the Indebtedness or any portion of it, whether or not then due or payable Premises and the Building other than as specifically set forth in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsthis Lease.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) aboveLandlord. Tenant shall Sterling Master Form Lease 11/07/00 promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, Borrower restoration, rebuilding or replacement, and tenant shall, at its sole cost and expense, forthwith promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, Landlord shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant shall not be in default under this Lease, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor, which request shall be accompanied by a certification from Tenant's architect certifying as to completion of the work for which reimbursement is being requested. To the extent, if any, that the proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed the remainder. Any surplus of insurance proceeds made available as aforesaidover the cost of restoration, net of all reasonable expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Landlord. Tenant hereby waives any statutory right relating to casualties, it being understood and agreed by the parties that the provisions of this Article 8 shall govern and control in all events. (ii) 8.1.1 Notwithstanding the foregoing, in the event that Borrower fails Tenant is unable to commence the repair obtain any necessary governmental approvals, authorizations or restoration permits, despite Tenant's diligent pursuit of the Mortgaged Property pursuant to this Section 1(j) within same, three hundred sixty (60360) calendar days after from the casualty, or if Borrower abandons or fails to diligently pursue completion date of such repair fire or restoration casualty (as determined in Lender's reasonable judgmentsuch period not to include unreasonable delays caused b Tenant), then Lender Tenant shall be entitled have the option to apply terminate this Lease. In the event Tenant elects to so terminate, Tenant shall pay to Landlord the difference, if any, between the insurance proceeds first towards reimbursement of all costs received by Landlord and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment unamortized portion of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsPremises Cost.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) aboveLandlord. Tenant shall promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, Borrower restoration, rebuilding or replacement, and Tenant shall, at its sole cost and expense, forthwith promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, Landlord shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant shall not be in default under this Lease, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor, which request shall be accompanied by a certification from Tenant's architect certifying as to completion of the work for which reimbursement is being requested. To the extent, if any, that the proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed the remainder. Any surplus of insurance proceeds made available as aforesaidover the cost of restoration, net of all reasonable expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Landlord. Tenant hereby waives any statutory right relating to casualties, it being understood and agreed by the parties that the provisions of this Article 8 shall govern and control in all events. (ii) 8.1.1 Notwithstanding the foregoing, in the event that Borrower fails Tenant is unable to commence the repair obtain any necessary; governmental approvals, authorizations or restoration permits, despite Tenant's diligent pursuit of the Mortgaged Property pursuant to this Section 1(j) within same, three hundred sixty (60360) calendar days after from the casualty, or if Borrower abandons or fails to diligently pursue completion date of such repair fire or restoration casualty (as determined in Lender's reasonable judgmentsuch period not to include unreasonable delays caused by Tenant), then Lender Tenant shall be entitled have the option to apply terminate this Lease. In the event Tenant elects to so terminate, Tenant shall pay to Landlord the difference, if any, between the insurance proceeds first towards reimbursement of all costs received by Landlord and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment unamortized portion of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these payments.Premises Cost

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) aboveLandlord. Tenant shall promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, Borrower restoration, rebuilding or replacement, and Tenant shall, at its sole cost and expense, forthwith promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, Landlord shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant shall not be in default under this Lease, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor, which request shall be accompanied by a certification from Tenant's architect certifying as to completion of the work for which reimbursement is being requested. To the extent, if any, that the proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed the remainder. Any surplus of insurance proceeds made available as aforesaidover the cost of restoration, net of all reasonable expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Landlord. Tenant hereby waives any statutory right relating to casualties, it being understood and agreed by the parties that the provisions of this Article 8 shall govern and control in all events. (ii) 8.1.1 Notwithstanding the foregoing, in the event that Borrower fails Tenant is unable to commence the repair obtain any necessary governmental approvals, authorizations or restoration permits, despite Tenant's diligent pursuit of the Mortgaged Property pursuant to this Section 1(j) within same, three hundred sixty (60360) calendar days after from the casualty, or if Borrower abandons or fails to diligently pursue completion date of such repair fire or restoration casualty (as determined in Lender's reasonable judgmentsuch period not to include unreasonable delays caused by Tenant), then Lender Tenant shall be entitled have the option to apply terminate this Lease. In the event Tenant elects to so terminate, Tenant shall pay to Landlord the difference, if any, between the insurance proceeds first towards reimbursement of all costs received by Landlord and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment unamortized portion of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsPremises Cost.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualty, subject Tenant shall forthwith give notice thereof to Section 1(g)(iv) aboveLandlord. Tenant shall promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, Borrower shallrestoration, at rebuilding or replacement. At its sole cost and expense, forthwith Tenant shall promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, shall, Landlord shall (to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant is not in default under this Lease), reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor. Such request shall be accompanied by a certification from Tenant's architect certifying the completion of the work for which reimbursement is being requested. To the extent, if any, that the insurance proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed remainder. In the event that Tenant elects to terminate this Lease and the insurance proceeds made available as aforesaidare less than the amount of the unpaid rent under the Ground Lease for the balance of the Ground Lease term, Tenant agrees to pay the difference to Landlord in cash (or cash equivalent) within thirty (30) days after receipt of a xxxx from Landlord. The provisions of Article 8 shall be governed by Article 17 of the Ground Lease. (ii) 8.1.1 Notwithstanding the foregoing, and pursuant to the terms of Section 17.04 of the Ground Lease, in the event that Borrower fails Tenant is unable to commence complete such repairs, restoration, rebuilding and replacements, because of its inability to obtain any necessary governmental approvals, authorizations or permits, despite Tenant's diligent pursuit of same, 360 calendar days from the repair date of such fire or restoration of the Mortgaged Property pursuant casualty (such period not to include unreasonable delays caused by Tenant), Landlord and/or Ground Lessor may, (a) terminate this Section 1(j) within sixty (60) days after the casualtyLease, or (b) raze (or cause to be razed) any improvements on the Premises, rough grade (or cause to be rough graded) the land on which the improvements had been built and restore (or cause to be restored) the cleared area to either a hard surface condition or a landscaped condition until a replacement building is erected, if Borrower abandons or fails ever, in accordance with the terms of this Lease and the Ground Lease. Tenant shall have the option to diligently pursue completion of such repair or restoration (as determined in Lender's reasonable judgment)terminate this Lease. In the event Tenant elects to so terminate, then Lender shall be entitled to apply and the insurance proceeds first towards reimbursement of all costs and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce are less than the amount of any the unpaid Rent under the Ground Lease for the balance of these payments.the Ground Lease Term, Tenant agrees to pay to Landlord the difference, if any, between the insurance proceeds received by Landlord and the Unamortized Premises Cost in cash or cash equivalent. 19

Obligation to Rebuild. (i) If any portion of the Mortgaged Property Premises is damaged or destroyed by fire or other casualtycasualty Tenant shall forthwith give notice thereof to Landlord. Tenant shall promptly obtain an estimate from a licensed architect or contractor of the cost to complete such repair, subject to Section 1(g)(iv) aboverestoration, Borrower rebuilding or replacement, and Tenant shall, at its sole cost and expense, forthwith promptly repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, to the condition they were in prior to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretionlaw. Lender, in In such event, Landlord shall, to the extent and at the times the proceeds of the insurance are made available to LenderLandlord, and only so long as Tenant shall not be in default under this Lease, reimburse Borrower Tenant for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably requirethey are completed, but not more often than once each month, upon receipt of a written request therefor, which request shall be accompanied by a certification from Tenant's architect certifying as to completion of the work for which reimbursement is being requested. To the extent, if any, that the proceeds of insurance made available as aforesaid by Landlord are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower Tenant shall pay the amount by which such costs exceed the remainder. Any surplus of insurance proceeds made available as aforesaidover the cost of restoration, net of all reasonable expenses incurred by Landlord in connection with the administration thereof, shall be promptly paid over to Landlord. Tenant hereby waives any statutory right relating to casualties, it being understood and agreed by the parties that the provisions of this Article 8 shall govern and control in all events. (ii) 8.1.1 Notwithstanding the foregoing, in the event that Borrower fails Tenant is unable to commence the repair obtain any necessary governmental approvals, authorizations or restoration permits, despite Tenant's diligent pursuit of the Mortgaged Property pursuant to this Section 1(j) within same, three hundred sixty (60360) calendar days after from the casualty, or if Borrower abandons or fails to diligently pursue completion date of such repair fire or restoration casualty (as determined in Lender's reasonable judgmentsuch period not to include unreasonable delays caused by Tenant), then Lender Tenant shall be entitled have the option to apply terminate this Lease. In the event Tenant elects to so terminate, Tenant shall pay to Landlord the difference, if any, between the insurance proceeds first towards reimbursement of all costs received by Landlord and expenses of Lender in collecting the proceeds (including, without limit, court costs and reasonable attorneys' fees), and then toward any payment unamortized portion of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsPremises Cost.

Obligation to Rebuild. (i) If any portion of the Mortgaged Property is buildings, improvements, fixtures, equipment or property on the Leased Premises shall be damaged or destroyed destroyed, in whole or in part, by fire or any other casualtycasualty during the term hereof, subject Tenant agrees to Section 1(g)(iv) aboverestore, Borrower shall, at its sole cost and expense, forthwith repair, restore, replace and rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon nearly as reasonably possible, possible to the condition they the same were in immediately prior to such damage or destruction. Such restoration, except for such changes in design repairs, replacements or materials as may then rebuilding shall be required by law or are approved by Lender in Lender's reasonable discretion. Lender, in such event, shall, to commenced within sixty (60) days from the extent the proceeds date of settlement within the insurance covenants but in no event later than one hundred twenty (120) days after the date of destruction, and prosecuted with reasonable diligence; or if the improvements are made available to Lendernot economically tenantable because of such destruction, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably require. To the extent, if any, that the proceeds of insurance made available as aforesaid are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower shall pay the amount by which such costs exceed the insurance proceeds made available as aforesaid. (ii) Notwithstanding the foregoing, and/or in the event that Borrower fails to commence the repair or restoration more than fifty percent (50%) of the Mortgaged Property pursuant building area upon the Leased Premises is damaged or destroyed, during the last year of the lease term, Tenant shall have the right to terminate this Section 1(j) Lease by written notice to the Landlord given within sixty (60) days after such damage or destruction, to be effective sixty (60) days from the casualty, or if Borrower abandons or fails to diligently pursue completion date of receipt of such repair notice. In the event of such termination all such insurance proceeds payable by virtue of such damage or restoration destruction to the building improvements and fixtures (as determined in Lender's reasonable judgment)but not furniture, furnishings, equipment or goods of the Tenant) shall be paid to Landlord. If at any time during the term hereof the Leased Premises are damaged or destroyed and Tenant is finally precluded by the public authorities from rebuilding, restoring or repairing the Leased Premises, then Lender this Lease shall be entitled to apply automatically terminate, and all the insurance proceeds first towards reimbursement payable by virtue of all costs such damage or destruction to the building improvements and expenses of Lender in collecting the proceeds fixtures (includingbut not furniture, without limitfurnishings, court costs and reasonable attorneys' fees), and then toward any payment equipment or goods of the Indebtedness or any portion of it, whether or not then due or payable and in whatever order of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness Tenant) shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsbe paid to Landlord.

Obligation to Rebuild. (i) If any portion In the event that some or all of the Mortgaged Property improvements constituting a part of the Premises or the Premises itself are damages or destroyed, partially or totally, from any cause whatsoever, whether or not such damage or destruction is damaged or destroyed covered by fire or other casualtyany insurance required to be maintained under Paragraph 8.3 hereof, subject to Section 1(g)(iv) above, Borrower shall, at its sole cost and expense, forthwith then Lessee shall repair, restore, restore and rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, Premises to the its condition they were in existing immediately prior to such damage or destructiondestruction and this Lease shall remain in full force and effect. Such repair, except for restoration and rebuilding (all of which are herein called "repair") shall be commenced within a reasonable time after such changes in design damage or materials destruction has occurred and shall be diligently pursued to completion. If the building cannot be lawfully rebuilt, then Lessee shall be responsible to rebuild a structure of comparable size and value as may then be required by law or are reasonably approved by Lender in Lender's reasonable discretionLessor. Lender, in such event, shall, to the extent the proceeds of the insurance are made available to Lender, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably require. To the extent, if any, that the proceeds of insurance made available as aforesaid are insufficient to pay the entire cost of making such repairs, restoration, rebuilding and replacements, Borrower shall pay the amount by which such costs exceed the insurance proceeds made available as aforesaid. (ii) Notwithstanding the foregoing, in the event that Borrower fails to commence the repair environmental or restoration other conditions of reconstruction imposed by any governmental authority would make Lessee's continued use of the Mortgaged Property pursuant to this Section 1(j) within sixty (60) days after the casualty, Premises infeasible for operational or if Borrower abandons or fails to diligently pursue completion of such repair or restoration (as determined in Lender's reasonable judgment)economic reasons, then Lender upon delivery of written notice to Lessor, Lessee may terminate this Lease and surrender possession of the Premises to Lessor, in which event: (a) Lessor shall be entitled to apply all insurance proceeds available for repairs, renovation and loss of rents; (b ) Lessor shall proceed with reasonable diligence to settle the insurance claims, to repair and rebuild the Premises and to lease the Premises to a suitable replacement tenant; and (c) Lessee shall remain liable to pay Lessor, as and when due, the amount by which Lessee's Rent obligations under this Lease exceed the amounts received by Lessor from the carriers as rental loss insurance proceeds first towards reimbursement of all costs and expenses of Lender in collecting from the proceeds (includingreplacement tenant as rent, without limit, court costs and reasonable attorneys' fees)but only during the then-current term, and then toward not during any payment extension of the Indebtedness or any portion current term regardless of itwhether Lessee previously notified Lessor of its election to extend the term, whether or not then due or payable as provided in Section 4.4(c) and in whatever order 51 of maturity as Lender may elect. Application of proceeds by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsthis Lease.

Obligation to Rebuild. (i) If any portion In the event Lender does not apply the Proceeds or Awards to prepayment of the Mortgaged Property is damaged Loan as provided for in Section 8.1 hereof or destroyed by fire in the event such Proceeds or other casualtyAwards, subject to Section 1(g)(iv) aboveif applied, do not fully discharge the Loan, Borrower shall, at its sole cost and expense, forthwith repair, restore, rebuild or replace the damaged or destroyed improvements, fixtures or equipment, and complete the same as soon as reasonably possible, : (a) Proceed with diligence to make settlement (which shall be subject to the condition they were in prior approval of Lender) with insurers or with condemning authorities and cause the Proceeds or Awards to such damage or destruction, except for such changes in design or materials as may then be required by law or are approved by Lender in Lender's reasonable discretion. deposited with Lender, unless Lender elects to exercise its right under the Mortgage to make such settlement without the consent of Borrower; (b) In the event of any unreasonable delay in making settlement with insurers or effecting collection of Proceeds or Awards, deposit with Lender the full amount required to place the Loan in Balance, disregarding such event, shall, to Proceeds or Awards; (c) In the extent event the Proceeds or Awards deposited with Lender and the undisbursed proceeds of the insurance are made available to Lender, reimburse Borrower for the costs of making such repairs, restoration, rebuilding and replacements on such terms as Lender may reasonably require. To the extent, if any, that the proceeds of insurance made available as aforesaid Loan are insufficient to pay place the entire cost of making such repairsLoan in Balance, restorationdeposit with Lender upon demand any amount necessary, rebuilding and replacements, Borrower shall pay to place the amount by which such costs exceed the insurance proceeds made available as aforesaid.Loan in Balance; and (iid) Notwithstanding the foregoing, in the event that Borrower fails to commence the repair or Promptly proceed with resumption of construction and restoration of the Mortgaged Property pursuant to this Section 1(j) within sixty (60) days after affected Homes, including the casualty, or if Borrower abandons or fails to diligently pursue completion of such repair or restoration (as determined in Lender's reasonable judgment), then Lender shall be entitled to apply the insurance proceeds first towards reimbursement of all costs such loss or damage, in accordance with the terms of the Mortgage. All Proceeds, Awards and expenses funds deposited by Borrower hereunder shall first be fully disbursed before the disbursement of Lender in collecting any further proceeds of the proceeds (includingLoan. In the event of any deposit by Borrower of the full amount required to complete construction of the Project, without limit, court costs and reasonable attorneys' fees)as aforesaid, and then toward any payment the subsequent receipt of the Indebtedness Proceeds or any portion of itAwards, whether such Proceeds or not then due or payable Awards, as and in whatever order of maturity as Lender when received, may elect. Application of proceeds be collected and retained by Lender toward later maturing installments of the Indebtedness shall not excuse Borrower from making the regularly scheduled installment payments nor shall such application extend or reduce the amount of any of these paymentsBorrower.