Common use of Obligation to Repair Clause in Contracts

Obligation to Repair. Except as otherwise provided in this Article 12, if the Premises, or any other portion of the Building necessary for Tenant’s ultimate use and occupancy of the ultimate Premises are damaged or destroyed by Casualty, Landlord shall, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the Premises.

Obligation to Repair. Except as otherwise provided in this Article 12, if any part of the Premises, or any other portion of the Building Project necessary for Tenant’s ultimate use and occupancy of the ultimate Premises are Premises, is damaged or destroyed by Casualty, Landlord shall, within ninety fifteen (9015) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”), notify Tenant (a “Repair Notice”) or as soon thereafter as possibleof the estimated time, deliver to Tenant an estimate prepared by a reputable architectin Landlord’s reasonable judgment, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”)destruction. If such Restoration Estimate Notice states Landlord estimates that the necessary repairs can be completed within two one hundred eighty (2180) years days after the date of delivery to Tenant of the Restoration Estimate Notice damage or destruction, and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease purpose, then (without considering any deductibles), then (ai) Landlord shall promptly proceed to repair such damage the Premises, and/or the portion of the Project necessary for Tenant’s use and occupancy of the Premises, to substantially the same condition existing immediately prior to before such damage or destruction, destruction (subject to Section 12.5 12.3 below), to the extent commercially reasonable reasonable, and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result solely from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in RSF of the unusable part of the Premises bears to the total rentable area RSF of the Premises. If Landlord’s estimate of the repair and restoration time is longer than one hundred eighty (180) days after the date of the damage or destruction, or if Landlord fails to timely deliver an estimated time of repair and restoration, Tenant shall have the right to terminate this Lease upon delivery of notice thereof to Landlord within ten (10) Business Days after Landlord’s delivery of the Repair Notice or the expiration of Landlord’s deadline to deliver the Repair Notice. If Tenant terminates this Lease pursuant to the foregoing, then this Lease shall terminate as of such damage or destruction unless Tenant has continued to use all or a portion of the Premises for the Permitted Use following the date of such damage or destruction, in which case this Lease shall terminate as of the date of Landlord’s receipt of Tenant’s termination notice.

Obligation to Repair. Except as otherwise provided in this Article 12If during the Escrow Period, if the Premises, or any other portion of the Building necessary for Tenant’s ultimate use and occupancy of the ultimate Premises are damaged or destroyed by Casualty, Landlord shallthen, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver subject to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractorLandlord’s or engineerLender’s estimate as to rights and approval rights regarding the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant use of the Restoration Estimate Notice and insurance proceeds, if Landlord receives insurance proceeds on account of the Casualty sufficient for such purpose (so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles)), or alternatively, if the Landlord does not receive sufficient insurance proceeds but, at Tenant’s election, Tenant pays any required shortfall necessary in order to complete the remediation, then , if requested by Xxxxxx and at Xxxxxx’s direction (a) subject to Landlord’s commercially reasonable approval), Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent as directed by Xxxxxx (and commercially reasonable and as permitted reasonably approved by Landlord) and subject to then applicable Requirements; (ii) . Notwithstanding anything contained herein to the contrary, if during the Escrow Period, the Premises, or any other portion of the Building necessary for Tenant’s ultimate use and occupancy of the ultimate Premises are damaged or destroyed by Casualty, this Lease shall remain in full force and effect; effect and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx for such part of the Premises rendered unusable by Tenant in the conduct of its business to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, Landlord or would have been compensated for such part of and recoverable had Landlord maintained the Premises rendered unusable by Tenant in required insurance under the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the PremisesLease.

Obligation to Repair. Except as otherwise provided in If the Premises, access thereto within the Project or Building Systems serving the Premises suffer Damage, subject to all other terms of this Article 12, if Landlord shall diligently repair the Base Building Improvements (as defined in Exhibit “D”) in a manner consistent with the provisions of any Underlying Mortgage and subject to reasonable delays for insurance adjustment and other matters beyond Landlord’s reasonable control (other than lack of funds). Upon any Damage to the Premises, Tenant shall assign to Landlord (or Landlord’s designee) all insurance proceeds (other than for personal property or interruption of business) payable to Tenant under insurance required pursuant to Section 11.2, and Landlord shall repair the Tenant Improvements and Alterations installed in the Premises pursuant to plans therefor developed in consultation with Tenant; provided that if the cost of repair of the Tenant Improvements and Alterations by Landlord exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, such shortfall shall be paid by Tenant to Landlord prior to Landlord’s repair of the Damage, or Tenant may elect to revise the design of such Tenant Improvements and Alterations to reduce their cost to a level that can be repaired and restored by available insurance proceeds, provided such design revisions shall not delay the repairs. To the extent reasonably practicable, Landlord shall solicit bids for the repair of the Tenant Improvements and Alterations and shall select the low bidder after the bids are reconciled for inconsistent assumptions. Bidding shall not be required for minor repairs nor for emergency work performed immediately after the damage occurs. To the extent reasonably possible, as determined by Landlord, Landlord shall utilize the same contractors for specialized work on Tenant Improvements and Alterations that were used for the initial construction and installation of such specialized work. Notwithstanding the foregoing, if the Damage affects only Tenant Improvements and Alterations, Tenant shall have the option to conduct the repair thereof instead of Landlord, such option to be exercised within ten (10) days after the occurrence of the Damage; and if such election is made by Tenant, (a) the insurance proceeds for such repair shall be made available to Tenant, (b) notwithstanding any provision of this Lease to the contrary, rent for the Premises shall not xxxxx for any period in excess of the time Landlord reasonably would have taken to repair and restore the Premises, and (c) the provisions of Paragraph 12.3(c) below shall not apply with respect to such repairs conducted by Tenant. Upon termination of this Lease due to any Damage, the proceeds of insurance shall be paid to Landlord and Tenant as their interests appear in the insured property, and in accordance with Section 11.2 above. Landlord shall not be liable for any loss of business, inconvenience or annoyance to Tenant arising from any Damage or any repair or restoration of any portion of the Premises, the Building or other portion of the Building necessary for Tenant’s ultimate use and occupancy Project as a result of the ultimate Premises are damaged or destroyed by Casualty, Landlord shall, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the PremisesDamage.

Obligation to Repair. Except If any improvements, including the Building and any other structures, located on the Premises are damaged or destroyed during the Term or any renewal or extension thereof, Tenant shall promptly provide Landlord with written notice thereof and the damage shall be repaired as otherwise provided in follows: Subject to subparagraphs 13.2 or 13.3 of this Article 12Section 13, if the Premises are damaged by fire or other casualty, the damages shall be promptly repaired by Landlord with reasonable diligence, subject to any delays caused by events beyond Landlord’s control by and at the expense of Landlord to the extent of available insurance proceeds to the condition existing on the date of casualty and, until such repairs shall be made, the Monthly Base Rent for the part of the Premises which is not useable by Tenant shall be abated in an equitable manner until the entirety of the Premises is useable by Tenant to the extent Landlord receives rent loss insurance proceeds. All such repairs shall be conducted in a manner as to minimize the disruption to Tenant’s use and enjoyment of the remainder of the Premises. Tenant acknowledges notice: (i) that Landlord shall not obtain insurance of any kind on Tenant’s furniture or furnishings, equipment, fixtures, and Alterations, and that it is Tenant’s obligation to obtain such insurance at Tenant’s sole cost and expense; and (ii) that Landlord shall not be obligated to repair any damage thereto or replace the same. Notwithstanding anything herein, Landlord’s obligations for repairs and abatements of Monthly Base Rent shall not be applicable to the extent Tenant or any other occupant of the Premises, or any other portion of their employees, agents, invitees or contractors cause the Building necessary damage. Furthermore, in connection with any casualty claim for Tenant’s ultimate use the Premises and occupancy of the ultimate Premises are damaged or destroyed by CasualtyLandlord's repairs performed under this Section 13.1, Landlord shall, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed remit to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that Landlord the amount thereof is compensated of any deductible, exclusion or coverage limit in connection with respect to Landlord's property insurance for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the Premisesprocured under Section 8.5 hereof.

Obligation to Repair. Except as otherwise provided in this Article 12, if In the Premisesevent of (a) partial or total destruction of the demised premises which requires repairs to the demised premises, or any other portion of (b) the Building necessary being declared unsafe or unfit for occupancy by any authorized public authority, in either event for any reason other than Tenant’s ultimate 's act, use and occupancy of or occupation, which declaration requires repairs to the ultimate Premises are damaged or destroyed by CasualtyBuilding, Landlord shallshall forthwith make said repairs to substantially the same condition as Landlord originally constructed the demised premises pursuant to the terms of this Lease (but subject to any changes in laws, within ninety (90) days after codes and ordinances in the interim). Landlord obtains shall promptly commence such repairs upon receiving actual knowledge of the occurrence of an event described in the preceding sentence which creates the necessity for such damage or repairs, but in any event not later than twenty (20) days following receipt of written notice from Tenant. Such repairs shall be completed in an expedient manner as quickly as reasonably possible, but in any event within twelve (12) months from receipt of Tenant's notice. No such destruction (“Casualty Discovery Date”including any destruction necessary in order to make repairs required by any declaration made by any public authority) shall in any way annul or as soon thereafter as possiblevoid this Lease, deliver except that Tenant shall be entitled to a proportionate reduction of the Guaranteed Minimum Monthly Rental and Additional Rental while such repairs are being made, such proportionate reduction to be based upon the extent to which such destruction or the making of such repairs shall interfere with the business carried on by Tenant an estimate prepared by a reputable architectin the Building. However, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to if (i) during the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within last two (2) years of the term of this Lease (A) the demised premises are damaged as a result of fire or any other insured casualty or any casualty required to be insured against under this Lease, (B) such damage is to an extent which results in Tenant being unable to reasonably conduct its operations in the Building (which determination Tenant shall make and give written notice to Landlord with respect to within twenty (20) days after the date of delivery such casualty), and (C) the necessary repairs are reasonably anticipated by Landlord to Tenant take greater than fifty percent (50%) of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder remaining term of this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage complete; or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) the demised premises are damaged at any time by a casualty not insured or required to be insured against and such damage is to an extent which results in Tenant being unable to reasonably conduct its operations in the Building (which determination Tenant shall make and give written notice to Landlord with respect to within twenty (20) days after the date of such casualty), either party may within thirty (30) days following the date such damage occurs terminate this Lease shall remain in full force and effect; and (iii) by written notice to the extent other party. Additionally, in the event of any damage which would result in Landlord having the right to terminate this Lease as provided in subparagraph (i) above, Tenant shall have ten (10) days after demand from Landlord to exercise any remaining option to extend the term of this Lease pursuant to Section 3.3. Notwithstanding the provisions of Section 3.3 above, Tenant shall give written notice of such election to exercise within such ten (10) day period. If Tenant timely exercises any such option to extend the term of this Lease, then the provisions of subparagraph (i) above shall not apply with respect to such casualty. If either party elects to terminate this Lease, all rentals shall be prorated between Landlord and Tenant as of the date of such destruction. Notwithstanding anything to the contrary contained in this Lease, if this Lease is not terminated as set forth above after the occurrence of any casualty, then Tenant shall pay to Landlord, prior to Landlord being obligated to commence any repair or reconstruction work as set forth above, an amount equal to the deductible amount of any insurance policy covering such casualty with respect to insured casualties, and an amount equal to the costs of such repair and/or reconstruction with respect to any uninsured casualty.. Additionally, in the event of damage or destruction to all or any portion of the Common Areas, if such damage or destruction did not result from the negligence results in a material interference with Tenant's use of or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx access to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlorddemised premises, for such part Tenant shall be entitled to a proportionate reduction of the Premises rendered unusable by Tenant Guaranteed Minimum Monthly Rental and Additional Rental while such repairs are being made, to be determined as set forth above in this Section 21.1 with respect to other casualties. The foregoing provisions of this Section 21.1 relating to the conduct payment of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part deductibles and relating to payment for uninsured casualties shall apply equally with respect to damage or destruction of the Premises bears to the total rentable area of the PremisesCommon Areas.

Obligation to Repair. Except as otherwise provided in If the Premises, access thereto within the Project, the Base Building Improvements, Service Facilities or Building Systems serving the Premises suffer Damage, subject to all other terms of this Article 12, if Landlord shall diligently repair the Base Building Improvements, Service Facilities and Building Systems in a manner consistent with the provisions of any Underlying Mortgage (provided Tenant’s rights under this Lease are not materially adversely affected) and subject to reasonable delays for insurance adjustment and other matters beyond Landlord’s reasonable control. Upon any Damage to the Premises, if the Lease does not terminate, Tenant shall assign to Landlord (or Landlord’s designee) all insurance proceeds (but not proceeds with respect to personal property) payable to Tenant under insurance required pursuant to Section 11.2, and Landlord shall repair the Tenant Improvements and Alterations installed in the Premises by bidding the cost of such repairs to three (3) general contractors selected by Landlord in consultation with Tenant and selecting the low bidder after the bids are reconciled for inconsistent assumptions. To the extent reasonably practicable, Landlord shall solicit bids for the repair of the Tenant Improvements and Alterations and shall select the low bidder after the bids are reconciled for inconsistent assumptions. Bidding shall not be required for minor repairs nor for emergency work performed immediately after the Damage occurs. If the cost of such repair by Landlord exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier, such shortfall shall be paid by Tenant to Landlord in accordance with a progress payment schedule with Tenant paying its proportionate share of such cost pari passu with payments from the insurance proceeds. Upon termination of this Lease due to any Damage, the proceeds of insurance shall be paid to Landlord and Tenant as their interests appear in the insured property. Landlord shall not be liable for any loss of business, inconvenience or annoyance to Tenant arising from any Damage or any repair or restoration of any portion of the Premises, the Building or other portion of the Building necessary Project as a result of any Damage. Subject to the remainder of this Article 12 below, in the event the Premises suffer Damage and such Damage is covered by insurance obtained by Landlord and is not covered by insurance obtained by Tenant, Landlord shall expend for the repair and reconstruction of the Tenant Improvements and Alterations in the Premises the sum of the amount of any insurance proceeds received by Landlord from insurance maintained by Tenant hereunder, plus Tenant’s ultimate use and occupancy pro rata share (based on the damaged Rentable Area of the ultimate Premises are in relation to the damaged or destroyed by Casualty, Landlord shall, within ninety (90Rentable Area of the Project) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected insurance proceeds from insurance maintained by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission proceeds are in excess of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for necessary to repair and recoverable from reconstruct the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the PremisesBase Building Improvements.

Obligation to Repair. Except as otherwise provided in If the Subleased Premises, access thereto within the Building Property or Building Systems serving the Subleased Premises suffer Damage, subject to all other terms of this Article 12, Sublandlord shall enforce the obligations of Prime Landlord with respect to the repair of the Subleased Premises as set forth in the Prime Lease, Prime Landlord’s Consent and any Underlying Mortgage. Sublandlord shall have no separate or additional obligation to repair the Subleased Premises or any improvements therein. Upon any Damage to the Subleased Premises, Subtenant shall assign to Prime Landlord (or Prime Landlord’s designee) any insurance proceeds payable to Subtenant for the repair of improvements under insurance required pursuant to Section 11.2, and Sublandlord shall enforce the obligation of Prime Landlord under the Prime Lease to repair the Building Property and the Subleased Premises, including the Subtenant Improvements and Alterations installed in the Subleased Premises, subject to the provisions of Prime Landlord’s Consent; provided that if the Damage is caused by an earthquake or flood and the cost of the repairs to the Building Property is at least $2,000,000 more than the available proceeds from both Subtenant’s insurance and the insurance policies maintained by Prime Landlord on the Building Property, Subtenant must pay to Prime Landlord Subtenant’s proportionate share of the excess repair costs, based on the Rentable Area of the Subleased Premises as a percentage of the Rentable Area of the Building, as a condition to Prime Landlord having an obligation to repair such Damage. Subtenant shall be responsible for repairing or restoring any furniture, fixtures and equipment within the Subleased Premises. Upon termination of this Sublease due to any Damage, the proceeds of insurance shall be paid to Prime Landlord and Subtenant as their interests appear in the insured property. Neither Prime Landlord nor Sublandlord shall be liable for any loss of business, inconvenience or annoyance to Subtenant arising from any Damage or any repair or restoration of any portion of the Subleased Premises, the Building or any other portion of the Building necessary for Tenant’s ultimate use and occupancy Park Place Project as a result of the ultimate Premises are damaged or destroyed by Casualty, Landlord shall, within ninety (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver to Tenant an estimate prepared by a reputable architect, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”). If such Restoration Estimate Notice states that the necessary repairs can be completed within two (2) years after the date of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in the unusable part of the Premises bears to the total rentable area of the PremisesDamage.

Obligation to Repair. Except as otherwise provided in this Article 12, if any part of the Premises, or any other portion of the Building Project necessary for Tenant’s ultimate use and occupancy of the ultimate Premises are Premises, is damaged or destroyed by Casualty, Landlord shall, within ninety fifteen (9015) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”), notify Tenant (a “Repair Notice”) or as soon thereafter as possibleof the estimated time, deliver to Tenant an estimate prepared by a reputable architectin Landlord’s reasonable judgment, contractor or engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate Notice”)destruction. If such Restoration Estimate Notice states Landlord estimates that the necessary repairs can be completed within two one hundred eighty (2180) years days after the date of delivery to Tenant of the Restoration Estimate Notice damage or destruction, and if Landlord receives insurance proceeds sufficient for such purpose (or, for so long as a Landlord was carrying at a minimum required insurance hereunder this Lease Entity is both an owner and an occupant of the Building, if the uninsured portion of any necessary repairs is less than ten percent (without considering any deductibles10%) of the replacement cost the Building), then then (ai) Landlord shall promptly proceed to repair such damage the Premises, and/or the portion of the Project necessary for Tenant’s use and occupancy of the Premises, to substantially the same condition existing immediately prior to before such damage or destruction, destruction (subject to Section 12.5 12.3 below), to the extent commercially reasonable reasonable, and as permitted by and subject to then applicable Requirements; (ii) this Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result solely from the negligence or willful act or omission of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, for such part of the Premises rendered unusable by Tenant in the conduct of its business during the time such part is so unusable, in the proportion that the rentable area contained in RSF of the unusable part of the Premises bears to the total rentable area RSF of the Premises. If Landlord’s estimate of the repair and restoration time is longer than one hundred eighty (180) days after the date of the damage or destruction, or if Landlord fails to timely deliver an estimated time of repair and restoration, Tenant shall have the right to terminate this Lease upon delivery of notice thereof to Landlord within ten (10) Business Days after Landlord’s delivery of the Repair Notice or the expiration of Landlord’s deadline to deliver the Repair Notice. If Tenant terminates this Lease pursuant to the foregoing, then this Lease shall terminate as of such damage or destruction unless Tenant has continued to use all or a portion of the Premises for the Permitted Use following the date of such damage or destruction, in which case this Lease shall terminate as of the date of Landlord’s receipt of Tenant’s termination notice.

Obligation to Repair. Except as otherwise provided in this Article 12, if In the Premises, event the Premises or any other portion of the Building Buildings necessary for Tenant’s ultimate use and occupancy of the ultimate Premises or normal business operation, are damaged by fire, flood, earthquake, act of God, the elements or destroyed other casualty in each case insured against (or would have been insured against but for Landlord’s failure to carry the insurance coverage required by CasualtySection 8.2 of this Lease) by Landlord’s fire and extended coverage insurance policy covering the Buildings, Landlord shall, within ninety and if a reasonable estimate (90) days after Landlord obtains actual knowledge of such damage or destruction (“Casualty Discovery Date”) or as soon thereafter as possible, deliver estimate to Tenant an estimate prepared be made by a reputable architect, contractor or licensed engineer selected by Landlord setting forth such architect’s, contractor’s or engineer’s estimate as to the time reasonably required to repair such damage or destruction (the “Restoration Estimate NoticeEngineer”) acceptable to Landlord, Landlord’s leasehold mortgagee, and Tenant). If , of the cost of making such Restoration Estimate Notice states that repairs does not exceed the necessary proceeds of such insurance, Landlord shall forthwith repair the same if such repairs can can, in the reasonable opinion of the Engineer, be completed within two (2) years 210 days after the date commencement of delivery to Tenant of the Restoration Estimate Notice and if Landlord receives insurance proceeds sufficient for such purpose so long as Landlord was carrying at a minimum required insurance hereunder this Lease (without considering any deductibles), then (a) Landlord shall promptly proceed to repair such damage to substantially the same condition existing immediately prior to such damage or destruction, subject to Section 12.5 below, to the extent commercially reasonable and as permitted by and subject to then applicable Requirements; (ii) this repairs. This Lease shall remain in full force and effect; and (iii) to the extent such damage or destruction did not result from the negligence or willful act or omission effect except that an abatement of Tenant or any other Tenant Parties, Base Rent shall xxxxx to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord, be allowed Tenant for such part of the Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusableunusable and is in fact not used. If such repairs cannot, in the proportion Engineer’s opinion, be made within said 210-day period, or if such damage or destruction is not insured against (other than by reason of Landlord’s failure to maintain the insurance required by Section 8.2 hereof) by Landlord’s fire and extended coverage insurance policy covering the Building then Landlord may elect, upon notice to Tenant within 30 days after the date of such fire or other casualty, to: (i) repair or restore such damage, in which event this Lease shall continue in full force and effect, but the Rent shall be partially abated as provided in this Section 12.1; or (ii) terminate this Lease, in which event all Rent paid by Tenant subsequent to such date shall be refunded to Tenant, and Tenant shall vacate the Premises as soon as reasonably practical. If Landlord elects not to make such repairs, this Lease shall terminate as of the date of such election by Landlord. Notwithstanding the foregoing, in the event that at the time of the casualty: (i) an Event of Default has occurred and not been cured within the applicable cure period; and/or (ii) less than two years remain in the Term and Tenant cannot or will not exercise Tenant’s next occurring Extension Period (if one then remains), then Landlord shall have no obligation to rebuild the Premises and may terminate this Lease. Further, notwithstanding the foregoing, unless the fire or casualty damage occurs within the last two years of the Term, or in the circumstance of there being an uncured Event of Default by Tenant, Landlord agrees that Landlord will not exercise its right to terminate this Lease under the circumstances described in this Section 12.1 unless Landlord also terminates at least 100% of the other leases in the Buildings (if any) where (i) the premises was damaged or destroyed to the same or substantially similar degree as the Premises, and (ii) such leases, by their terms, allow Landlord to exercise a right of termination under the circumstances. If the Engineer has determined, pursuant to this Section 12.1 that the rentable area contained restoration and repairs to the Premises cannot be completed within said 210 day period, or if at the time of the casualty less than two years remain in the unusable Term, Tenant shall have the right to terminate this Lease by providing Landlord with written notice of termination within 30 days after being notified of such determination. A total destruction of the Buildings shall, at either party’s option, automatically terminate this Lease. If the Premises are to be repaired under this Section 12, Landlord shall repair at its cost any injury or damage to the Buildings and all Common Areas, and, at its cost, up to the amount of the Construction Allowance, the improvements in the Premises constructed or installed by Landlord or Tenant as part of the Premises bears to Tenant Improvement Work. Tenant shall perform and pay the total rentable area cost of repairing any other improvement in the Premises. Landlord shall commence such repairs as soon as reasonably possible (but no later than the time when insurance adjustments are made) and proceed with dispatch to complete the repairs within the timeframe established by the Engineer. If Landlord fails to begin repairs when required (as set forth above) or otherwise fails to complete the repairs within the timeframe established by the Engineer, then Tenant shall have the option to notify Landlord that Tenant elects to terminate this Lease unless within 30 days of such notice the repairs are Substantially Completed. If Substantial Completion does not occur within such 30 day period Tenant may terminate this Lease on an effective date of termination selected by Tenant.