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) 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, 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) 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) 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, 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 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, 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 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 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, 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. (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, 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 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. (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. 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, 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. 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. (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. (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 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. (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. (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) 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 other than Premises. Risk that the net insurance company shall be insolvent or shall refuse to make insurance proceeds available shall be with Lessee; if Lessor or Lessor's lender shall refuse to make insurance proceeds (as such are provided by the insurance company) available to be applied toward the cost of moneys received by it from any insurance policy rebuilding or policies covering repair, in such loss or damages. event, Lessee shall be liable released from its obligations hereunder. The Leased Premises 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 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 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 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 Leased Premises with all 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 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) 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 year 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 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. 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. Tenant shall give prompt notice to Landlord of any fire or other damage to the Premises or the Building of which Tenant becomes aware. If (Ai) If, during twenty percent (20%) or more of the term of this Lease, the Leased Premises are totally or partially destroyed Building shall be damaged by fire or the elements, so as to render the premises wholly unfit for occupancyother casualty, or make it impossible (ii) any damage to the Premises or Building cannot reasonably be repaired within one (1) year after the damage occurred, or (iii) the cost to repair the damage exceeds One Hundred Fifty Thousand and NO/100 Dollars ($150,000.00) and the mortgagee of the Project requires Landlord to use the insurance proceeds under the policies referred to in Section 13.0l hereof to pay down the opinion mortgage rather than to pay for the cost to repair the damage, or (iv) the Premises or Building shall be damaged 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 thereinrisk which is not covered by Landlord’s insurance, then either Lessor or Lessee Landlord may terminate this Lease by notice given within ninety (90) days after the date of such damage. In addition, Landlord shall notify Tenant, in writing, within ninety (90) days after the date the damage occurred, if Landlord has reasonably determined that it will take more than one (1) year from the date the damage occurred to rebuild the Premises, whereupon Tenant shall have the right to terminate this Lease from the date of such damage or destruction by giving upon written noticenotice to Landlord delivered not more than thirty (30) days after Landlord delivers said notice 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 terminatedFurthermore, in the event that Landlord fails to complete the Leased rebuilding of the 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 (1801) year after the date the damage occurred, then, upon the expiration of the aforesaid one (1) year period, Tenant shall have the right to notify Landlord in writing that Tenant intends to terminate this Lease if Landlord does not complete the rebuilding of the Premises within forty-five (45) days from after the date such notice is delivered to Landlord. If Landlord does not complete the rebuilding of destruction the Premises within the aforesaid forty-five (subject to force majuere as set forth in paragraph C hereof45) day period, then all rents payable by Lessee Tenant shall be abated during have the period of repair right to terminate this Lease upon delivering written notice thereof to Landlord. However, Tenant’s right to terminate this Lease pursuant to this paragraph shall become null and restoration to void if Landlord completes 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 rebuilding of the Leased Premises other than either (a) within the net proceeds of moneys received by it from any insurance policy aforesaid forty-five (45) day period, or policies covering such loss or damages. Lessee shall be liable for repair (b) after the expiration 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 aforesaid forty-five (545) years day period but before Tenant delivers to Landlord written notice of the term of the Tenant’s election to terminate 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 In the term event that all or a portion of this Lease, the Leased Premises or the building on the Premises are totally or partially destroyed damaged by fire or other peril or casualty, and such restoration, repair or rehabilitation can be made within thirty (30) days of the elements, so as to render 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 thereinsuch damage, then either Lessor shall immediately proceed with all due diligence to restore, repair or Lessee rehabilitate the Premises and/or building to its condition prior to such loss. Lessor shall have the right to terminate this Lease all applicable insurance for the purpose of making any such restoration, repairs or rehabilitation, and the amount recovered from such insurance shall be held in trust by Lessor and solely used to pay the costs for such restoration, repair or rehabilitation. During the period of restoration, repair or rehabilitation, the Annual Base Rent shall be equitably adjusted (based on the square footage area suitable for Lessee's use and occupancy, if any) until the entire Premises and building are suitable, in Lessee's reasonable judgment, for Lessee's use and occupancy. In the event the damage cannot be repaired within thirty (30) days after the date of such damage or destruction damage, either party may, at any time thereafter, elect by giving written notice. The parties agree notice to use reasonable promptness the other to obtain the opinion terminate this Lease as 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 the damage. In case of damage contemplated under this section, the Lessor shall, within ten (subject 10) days of the loss, advise Lessee of the following: (i) estimated cost of restoration, repair and rehabilitation; (ii) proposed commencement date for making the restoration and repairs; and (iii) date by which the restoration, repairs and rehabilitation will be completed. In the event this Lease is not terminated pursuant to force majuere as set forth in paragraph C hereofthe above, then all rents payable by Lessee Annual Base Rent shall be abated xxxxx on a daily basis during the period of repair that the Premises are not suitable for Lessee's use and restoration to the extent occupancy. Lessor shall be compensated by the proceeds complete such repairs as promptly as possible. A total destruction of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration any of the Leased buildings situated on which the 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 terminate 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) 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) IfIn the event of a partial destruction of said premises prior to the commencement of or during the said term hereof by any cause covered by the typical standard form fire, extended coverage, and malicious mischief insurance, Lessor shall, to the extent such insurance proceeds are made available to Lessor, forthwith repair the same, provided such repairs can be made within 120 days after the destruction under the laws and regulations of Federal, State, County or Municipal authorities. 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, provided that such damage is not the result, in whole or in part, of the negligence or willful misconduct of Lessee or Lessee's agents, contractors, employees, invitees, or licensees. Such proportionate reduction shall be based upon the extent to which the making of such repairs interfere with the business carried on by Lessee in the said premises. If such repairs cannot be made within 120 days after the destruction, Lessor may, at its option, 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 to make the repairs which cannot be made in 120 days after the destruction, or such repairs cannot be made under such laws and regulations, this Lease may be terminated at the option of either party giving written notice to the other within thirty (30) days after the occurrence of such damage. In the event that the building in which the demised premises are situated may be destroyed to the extent of more than 33 1/3% of the replacement cost thereof, Lessor may elect to terminate this Lease, whether the demised premises be injured or not. A total destruction of the building, excluding foundations, in which the said premises are situated shall terminate this Lease. If the premises are partially destroyed or damaged during the last twelve months of the term of this Lease, Lessor or Lessee may, at either party's option, with no liability to the Leased Premises other party, cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to the other party of Lessee's or Lessor's election to do so within thirty (30) days after the date of occurrence of such damage. If the premises are totally or partially destroyed to be repaired by Lessor under this Paragraph, such repairs shall not include, and Lessor shall not be required to repair, any damage by fire or other cause to the elementsproperty of Lessee or any repairs or replacements of any paneling, so as to render decorations, railings, floor coverings, or any alterations, additions, fixtures or improvements installed on the premises wholly unfit for occupancyby or at the expense of Lessee; Lessee shall repair and replace those items at its own cost and expense if Lessor repairs the damage to the building under this Paragraph. In the event this Lease is terminated under the provisions of this Paragraph, or make it impossible the portion of any rentals paid in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for advance by Lessee to conduct its business therein, then either Lessor or covering the period following such termination shall be repaid by Lessor to Lessee. Lessee shall have the 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, 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. (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.

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 Building 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 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 an arbitrator appointed by the American Arbitration Association office closest to the site of the Leased Premises pursuant to its rules and regulations and reasonably approved by Lessor and Lessee (with all reasonable speed, and both parties having a right to a hearing at such office before said arbitrator)) 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 a mutually approved registered independent third party architect 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 (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 working 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 proceeds at least equal to the estimated cost of such repair or restoration, and if the Lease is so terminated, Lessee's obligation for Rent hereunder shall cease upon Lessor's receipt 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 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 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 as to render by giving the premises wholly unfit for occupancyTenant written notice within ninety (90) days after the date of the fire or casualty, 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 to: (a) terminate this Lease from as of the date of such damage the fire or destruction other casualty: or (b) proceed to repair or restore the Premises. the Building. or the Property (other than the leasehold improvements and personal property installed by giving written noticethe Tenant). The parties agree to use reasonable promptness substantially the same condition as existed immediately prior 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 thereoffire or other casualty. If not otherwise terminatedthe Landlord elects to proceed pursuant to 16(b) above, in the event Landlord's notice shall contain the Leased Premises shall be repaired, restored, and rebuilt by Lessee with Landlord's reasonable estimate of the use of insurance proceeds (which Lessor shall cooperate time required to make available), but otherwise at its own sole cost and expense, within substantially complete the repair or restoration. If the estimate indicates that the time so required will exceed 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 casualty and restoration the Landlord does not make available to the extent Lessor Tenant for its use and occupancy other office space, substantially similar to the Premises and located in the Property or in the Center, if any, pursuant to Section 23. then the Tenant shall be compensated have the right to terminate this Lease as of the date of such casualty by giving written notice to the proceeds Landlord not later than twenty (20) days after the date of rents loss insurancethe Landlord's notice. In no event shall Lessor be required to provide its own money for If the Landlord's estimate indicates that the repair or restoration of can be substantially completed within one hundred eighty (180) days, or if the Leased 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 net proceeds of moneys received leasehold improvements and personal property installed by it from any insurance policy the Tenant), to substantially the same condition as existed immediately prior to such fire or policies covering other casualty, unless 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 damage occurs during the last five twelve (512) years of the term of the Lease, or as extended, but if Lessee shall desire to rebuild during the last 12 months of the Term, in which event the Landlord shall have the right to terminate this Lease term, Lessor will make insurance proceeds available as of the date of such fire or other casualty by giving written notice to rebuild the Leased Tenant within thirty (30) days after the date of such notice or other casualty. If all or any part of the Premises conditioned upon Lessee then exercising its next renewal option under are damaged by fire or other casualty and this Lease is not terminated. the Lease. Lessor will make insurance proceeds available to rebuild Rent shall xxxxx for that part of the Leased 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 work in the event Lessee rebuildsPremises which it is required to perform, except provided, that as stated abovea result of such fire or other casualty, the Tenant does not occupy the portion of the Premises which are untenantable during such period.

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. (A) IfIf any of the Buildings are totally or partially damaged or destroyed from any cause, Tenant shall give prompt notice to Landlord, and the damage shall be repaired by Landlord, at its expense but through the use of any proceeds from policies of insurance maintained by Tenant, to substantially the condition that existed prior to the damage. None of the Tenant's obligations to make payments of the Rent shall be abated in whole or in part during any period of repair or restoration. Notwithstanding the term foregoing, if any of the Buildings are totally damaged or are rendered wholly untenantable, or if any of the Buildings are so damaged that substantial alteration, demolition, or reconstruction is required, then in either of such events Landlord may, not later than 60 days following the date of the damage, give Tenant a notice terminating this Lease, Lease with respect to the Leased Premises Property upon which such of the Buildings is located. If this Lease is so terminated, (a) the Term with respect to such portion of the Leased Property shall expire upon the date set forth in Landlord's notice, which shall not be less than 30 days after such notice is given, and Tenant shall vacate such portion of the Leased Property and surrender the same to Landlord no later than the date set forth in the notice, (b) all proceeds of policies of insurances maintained by Tenant with respect to such portion of the Leased Property shall become the property of Landlord and (c) this Lease shall remain in effect and unchanged with respect to of the remainder of the Leased Property and the Leased Property associated therewith. Additionally, in the event that any of the Buildings are totally or partially destroyed by fire or condemned within the elements, so as to render last six (6) months of 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 thereinthen current Term, then either Lessor or Lessee Tenant shall have the right right, at its sole discretion, to deliver to Landlord any insurance proceeds received by or payable to Tenant with respect thereto and terminate this Lease from the date of with respect to 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 portion of the Leased Premises other than Property. In such event, the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee Lease shall be liable for repair terminated with respect to such portion of the Leased Premises with all reasonable speed, and the rents shall recommence on Property as of 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 are delivered 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) 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, 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) 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 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 Lessee then exercising its next renewal option under 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) IfIn the event of the destruction of the demised premises or the building containing the said premises by fire, explosion, the elements or otherwise during the term of this Leasehereby created, the Leased Premises are totally or partially destroyed by fire any option period, or the elements, so such partial destruction thereof as to render the demised premises wholly untenantable or unfit for occupancy, or make it impossible in should the opinion demised premises be so badly injured that the same cannot be repaired within thirty (30) days from the happening of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessor, for Lessee to conduct its business thereinsuch injury, then either Lessor or Lessee shall have and in such case the right to terminate this Lease term hereby created shall, at the option of Landlord, cease and become null and void 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 noticedestruction, Lessee and Tenant shall immediately surrender the Leased Premises said demised premises and all Tenant's interest therein to LessorLandlord, and shall pay rent only to the time of such destruction, in case of any such termination, Lessor which event Landlord may re-enter and repossess the Leased Premises demised premises thus discharged from this lease and may dispossess remove all parties then in possession thereoftherefrom. If not otherwise terminated, in Should the event the Leased Premises shall demised premises be repaired, restored, rendered untenantable and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available)unfit for occupancy, but otherwise at its own sole cost and expense, yet be repairable within one hundred eighty thirty (18030) days from the date happening of destruction (subject to force majuere as set forth in paragraph C hereofsaid injury, then all rents payable by Lessee shall be abated during the period of Landlord may enter and 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 same with all reasonable speed, and the rents rent shall not accrue after said injury or while repairs are being made, but shall recommence on the date that the immediately after said repairs are shall be completed. Lessee But if the demised premises shall be under no obligation so slightly injured as not to so be rendered untenantable and unfit for occupancy, then Landlord agrees to repair during the last five (5) years same with reasonable promptness and in that case, the rent accrued and accruing shall not cease or determine. Tenant shall immediately notify the Landlord in case of fire or other damage to 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 abovedemised premises.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the said Premises during the said term from any cause, Landlord shall forthwith repair the same, provided such repairs can be made within ninety (90) days EXHIBIT B under the laws and regulations of APPLICABLE 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 extent to which the making of such repairs shall interfere with the business carried on by Tenant in the said Premises are totally or partially destroyed by fire or AND PROVIDED FURTHER, THAT IF ANY SUCH PARTIAL DESTRUCTION OF THE PREMISES MATERIALLY INTERFERES WITH TENANT'S USE OR OCCUPANCY OF THE PREMISES AND SUCH DESTRUCTION IS NOT REPAIRED AND THE PREMISES RESTORED WITHIN NINETY (90) DAYS FROM THE DATE OF SUCH DESTRUCTION, TENANT SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE, AT ITS OPTION. If such repairs cannot be made in ninety (90) days, Landlord may, at its option, make same within a reasonable time, this Lease continuing in full force and effect and the elementsrent to be proportionately reduced as aforesaid in this paragraph provided, so as SUBJECT TO ANY RIGHT TENANT MAY HAVE TO TERMINATE THIS LEASE BECAUSE SUCH DAMAGE MATERIALLY INTERFERES WITH TENANT'S USE OR OCCUPANCY OF THE PREMISES. In the event that Landlord does not elect to render the premises wholly unfit for occupancymake such repairs, or make it impossible such repairs cannot be made under such laws and regulations, this Lease may be terminated at the option of Tenant OR LANDLORD. 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. A total destruction of the Building in which 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 said Premises may be situated shall have the right to terminate this Lease from Lease. In the date event of any dispute between Landlord and Tenant 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 Landlord and Tenant, who shall bear the cost 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 insurancearbitration equally between them. In no event all events Landlord shall Lessor not be required to provide its own money for the repair restore additions, alterations or restoration improvements made by Tenant or replace Tenant's fixtures of the Leased Premises other than the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damagespersonal property. Lessee shall be liable for repair of the Leased Premises with all reasonable speedNOTWITHSTANDING ANYTHING TO THE CONTRARY ABOVE, 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 IN THE EVENT OF ANY PARTIAL OR TOTAL DESTRUCTION OF THE PREMISES, WHICH DESTRUCTION IS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD OR LANDLORD'S AGENTS, CONTRACTORS OR EMPLOYEES, LANDLORD SHALL BE REQUIRED, AT TENANT'S OPTION, TO EITHER (5i) years of the term of the LeaseREPAIR, or as extendedREPLACE AND RESTORE TENANT'S IMPROVEMENTS, but if Lessee shall desire to rebuild during the last 12 months of the Lease termALTERATIONS AND ADDITIONS TO THE PREMISES AND TENANT'S PERSONAL PROPERTY AND FIXTURES LOCATED THEREON, 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 rebuildsTO THE EXTENT DAMAGED OR DESTROYED, except as stated aboveOR (ii) COMPENSATE TENANT FOR SUCH LOSSES, IN AN AMOUNT EQUAL TO THE REPLACEMENT COST OF THE PERSONAL PROPERTY, FIXTURES, ALTERATIONS, ADDITIONS OR IMPROVEMENTS SO DAMAGED.

DESTRUCTION OF PREMISES. (A) If, during In the term of this Lease, event that the Leased Premises are totally or partially damaged or destroyed by fire or other casualty or occurrence covered by insurance, the elements, so damage shall be repaired and the Premises restored to the same condition as to render the premises wholly unfit for occupancy, or make it impossible they were 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 immediately before 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 noticeLandlord, 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 thereofat Landlord’s expense. If (a) such damage results from a cause not otherwise terminatedinsured, in (b) the event cost of repair or restoration exceeds the Leased Premises shall be repaired, restored, and rebuilt by Lessee with the use amount of insurance proceeds received by Landlord and available for restoration of the Premises, or (c) more than twenty-five percent (25%) of the Premises is damaged. Landlord may elect to either repair or restore the Premises or to terminate this Lease upon giving notice of such election in writing to Tenant within sixty (60) days after the occurrence of the event causing the damage; provided that If Landlord elects to terminate this Lease, Tenant may. within thirty days after receiving Landlord’s notice to terminate due to the provisions of clause (a) or (b) above, elect to pay to Landlord at the time Tenant notifies Landlord of such election the difference between the amount of insurance proceeds and the cost of repair and restoration, in which Lessor case Landlord shall cooperate repair and restore the Premises as aforesaid and shall provide Tenant with satisfactory evidence that all sums contributed by Tenant as provided in this Section have been expended by Landlord in paying the cost of such repair and restoration; provided further that if Tenant does not give Landlord notice of such election, this Lease shall terminate upon the expiration of said thirty-day period. If this lease is so terminated. Tenant shall pay rent and perform all of its other obligations under this Lease up to make availablesuch date with a proportionate refund by Landlord of any rent which shall have been paid in advance for periods subsequent to the date of such damage. If Landlord is required or elects to rebuild as herein provided. Landlord shall rebuild the Premises with due diligence and in any event within 180 days of the casualty (subject to delays due to causes of the type set forth in Section 4.03 and delays in the adjustment of insurance), but otherwise at and Landlord shall have no responsibility to rebuild or restore Tenant’s fixtures and Tenant’s personal properly: Tenant, however, shall repair or replace its own sole cost fixtures, furniture and expense, furnishings and shall promptly re-open for business within one hundred eighty thirty (18030) days following completion of Landlord’s repairs. If the casualty or the repairing or rebuilding shall render the Premises untenantable in whole or in part, an equitable proportionate abatement of the Rent shall be allowed from the date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable when the damage occurred until the date when the Premises have been restored by Lessee shall be abated during the period of repair and restoration Landlord 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 this Lease. Lessor will make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuildsRM:6995119:7 Village Center Lease Agreement Initials: L: , except as stated above.T:

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. In the event that the entire Demised Premises, or a Material Portion (Aas hereinafter defined) Ifthereof, 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 rendered unfit for occupancyoccupancy due to fire, unavoidable casualty, or make it impossible in the opinion Act of a licensed third God, either 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 by delivering written notice to the other party within thirty (30) days of 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 terminateddestruction, in the which event the Leased Premises this Lease shall be repaired, restored, and rebuilt by Lessee with the use terminate 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 such destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by and the Lessee shall be abated during pay rent only to the time of such termination. The portion of any advance lease payment which is attributed to the period of repair time after this Lease has been terminated in the above manner shall be refunded by the Lessor to the Lessee. If less than a Material Portion of the Demised Premises is damaged or destroyed, Lessor shall be responsible for repairing the same in a timely manner at Lessor’s own expense and restoration the rental payments shall be suspended to the extent that the Demised Premises are unfit for use by Lessee in the ordinary conduct of its business until said Demised Premises have been put in proper condition for occupancy, except that Lessor shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor not be required to provide its own money for the repair or restoration reconstruct any personal property, furniture, trade fixtures, or office equipment which are located in the Demised Premises and are removable by Lessee under the provisions of this Lease. Notwithstanding the foregoing, if the Demised Premises or any other portion of the Leased Premises Building is damaged by fire or other than casualty resulting from the net proceeds fault or negligence of moneys received by it from Lessee or any insurance policy of Lessee’s agents, employees, contractors, licensees or policies covering such loss or damages. invitees, Lessee shall be liable to Lessor for repair the cost and expense of the Leased Premises with all reasonable speed, repair 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 restoration of the term Demised Premises or the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds. "Material Portion" as used in this Section shall mean that more than fifty percent (50%) of the LeaseDemised Premises, or on a square footage basis, have been rendered unfit for use by Lessee in the ordinary conduct of its business as extended, but if Lessee shall desire to rebuild during the last 12 months a result 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 abovefire 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 (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. (Aa) If, during in the term determination of this LeaseLandlord, in Landlord's sole discretion, the Leased Premises are should be totally or partially destroyed by fire or the elements, so as to render the premises wholly unfit for occupancyother casualty, or make it impossible if in the opinion determination of a licensed third party arbitrator knowledgeable Landlord, in the child care business reasonably acceptable to Lessee and LessorLandlord's sole discretion, 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 should be damaged so that rebuilding cannot otherwise terminated, in the event the Leased Premises shall reasonably 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 substantially within one hundred and eighty (180) working days from after Xxxxxxxx's receipt of written notification by Tenant of the destruction, or if the Leased Premises are damaged or destroyed by casualty not covered by the standard broad form of fire and extended coverage insurance then in common use in the State of Texas, then, Landlord, at Landlord's sole option, may terminate this Lease and, in such event, the Rental shall be abated for the unexpired portion of the Term effective as of the date of the written notification. (b) If following damage or destruction (subject to force majuere as set forth the Leased Premises by fire or other casualty, this Lease is not terminated pursuant to this Article, Landlord shall proceed, to the extent of insurance proceeds actually received by Landlord after the exercise by any mortgagee of the Property of an option, if any, to apply proceeds against Xxxxxxxx's debt to such mortgagee, with reasonable diligence to rebuild or repair the Building or other improvements to substantially the same conditions in paragraph C hereofwhich they existed prior to the damage. If the Leased Premises are to be rebuilt or repaired and are untenantable in whole or in part following the damage, then all rents and the damage or destruction was not caused or contributed to by act or negligence of Tenant, its agents, employees, invitees or those for whom Tenant is responsible, the Base Rental payable by Lessee shall be abated under this Lease during the period of repair and restoration to for which the extent Lessor Leased Premises are untenantable shall be compensated reduced to an amount determined by multiplying the Base Rent that would otherwise be payable but for this provision by the proceeds ratio that the Rentable Area of rents loss insurance. In no event shall Lessor be required to provide its own money for the repair or restoration portion of the Leased Premises other than not rendered untenantable bears to 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 total Rentable Area of the Leased Premises with all reasonable speed, and prior to the rents shall recommence on the date that the repairs are completedcasualty. Lessee Landlord's obligation to rebuild or restore under this Section shall be under no obligation limited 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 restoring the Leased Premises conditioned upon Lessee then exercising its next renewal option to substantially the condition in which the same existed prior to the casualty, exclusive of improvements for which Tenant is responsible under the Lease. Lessor will terms of the Leasehold Improvements Agreement, if any, and Tenant shall, promptly after the completion of such work by Landlord, proceed with reasonable diligence and at Tenant's sole cost and expense to restore those improvements for which Tenant is responsible under the terms of such Leasehold Improvements Agreement to substantially the condition in which the same existed prior to the casualty and to otherwise make insurance proceeds available to rebuild the Leased Premises in the event Lessee rebuilds, except as stated abovesuitable for Tenant's use for which Landlord is responsible.

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 immediately terminate and neither party shall have any rights or be under any further obligations on account of this Lease, except Lessee for any unpaid rent incurred prior to the Leased destruction date. If Lessee is not in default in the performance of any obligations under this Lease, Lessor shall refund to Lessee any unearned rents paid in advance by Xxxxxx. 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 sarne 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 elementsvalue of the Premises at the time of damage; or (2) damage that prevents Lessee’s use and occupancy of all or a part of the Premise to conduct business. If Xxxxxx is temporarily unable to occupy the Premises for a period of time following a partial destruction, so as Lessee shall not be required to render the premises wholly unfit make any payments required by this Lease for occupancythat same period of time, including, but not limited to, payments for rent, utilities, or make it impossible in janitorial services. If Lessee is temporarily unable to occupy a portion of the opinion Premises for a period of time following a licensed third party arbitrator knowledgeable in partial destruction, Lessee shall continue to pay rent, utilities, janitorial services or other monthly payments required by this Lease for that period of time, reduced to the child care business reasonably acceptable proportion that the portion of the Premises occupied by Lessee bears to Lessee and Lessor, for Lessee to conduct its business therein, then either Lessor or the entire Premises. Lessee shall have the right Premises for and during the term of Ten (10 commencing on or near the day of July ,2006 and ending on June 2016. Xxxxxx and Xxxxxx acknowledge it may be impossible to terminate this define the Commencement Date until after the Lease from the date of such damage or destruction by giving written noticeis executed. The Both 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 record a Memorandum of the Lease term, Lessor will make insurance proceeds available to rebuild once 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 aboveCommencement Date is established.

DESTRUCTION OF PREMISES. In the event that either (Aa) Ifthe Premises, or (b) a substantial portion of the Project are materially damaged and rendered untenantable during the term Term of this Lease, the Leased Premises are totally or partially destroyed Lease by fire or other casualty, Landlord shall have the elementsoption, so as upon written notice to render Tenant within ninety (90) days after Landlord receives notice of the premises wholly unfit for occupancydamage, to either terminate the Lease, in which case the Lease shall end on the date Tenant receives Landlord’s notice, or make it impossible restore the damage, in which case the Lease shall continue, and during such period of restoration there shall be a fair and equitable proportionate abatement of all Rent. Notwithstanding anything contained in this Lease to the contrary, in the opinion event the structure of the Premises is substantially damaged (50% of the replacement cost or more) as a licensed third party arbitrator knowledgeable in result of fire or other casualty, to the child care business extent that Tenant cannot reasonably acceptable to Lessee and Lessor, for Lessee to conduct operate its business therein(a “Casualty Event”), then either Lessor Landlord shall, within sixty (60) days following the date of the damage, cause a contractor or Lessee architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the restoration of the Premises shall be substantially completed. If the Restoration Notice shall indicate that the restoration shall not be substantially completed on or before the date which shall be six (6) months following the date of such Restoration Notice, Tenant shall have the right to terminate this Lease from by giving written notice to Landlord (“Termination Notice”) not later than thirty (30) days following receipt of the Restoration Notice. In addition, should Tenant not provide a Termination Notice, but Landlord has not substantially restored the Premises to the extent it is required to do so under the Lease within six (6) months after the date of the Restoration Notice, Tenant shall have the right to terminate the Lease by providing a Termination Notice to Landlord within thirty (30) days after such six (6) month period. However, if Landlord substantially completes its work and delivers the Premises to Tenant within this thirty (30) day period, Tenant’s Termination Notice shall be deemed null and void and the Lease shall continue in full force and effect. If this Lease is terminated pursuant to this Article, Rent shall be apportioned as of the termination date. The provisions of this Lease, including this Article, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Project, and any statute or regulation, with respect to any rights or obligations concerning damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain in the opinion absence of such licensed third party arbitrator. Upon an express agreement between the giving of such notice, Lessee shall immediately surrender the Leased Premises and all interest therein to Lessorparties, and any other statute or regulation, now or hereafter in case effect, shall have no application to this Lease or any damage or destruction to all or any part of the Project. Notwithstanding the foregoing, if any such terminationcasualty or damage is caused or contributed to by Tenant, Lessor may re-enter or anyone acting on behalf of Tenant, Tenant shall have no right to terminate this Lease 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 no right 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 Rent 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 aboveperiod.

DESTRUCTION OF PREMISES. (A) IfIn the event of the partial or complete destruction or damage to the Building or other improvements on the Premises, during the term of this Lease, the Leased Premises are totally or partially destroyed by fire or other casualty of any nature whatsoever. Tenant shall, to the elementsextent insurance proceeds are made available to Tenant (or would have been made available in the event Tenant elects to self-insure), promptly rebuild or repair or replace the Building and improvements so as to render restore same to as good a condition, and to the premises wholly unfit for occupancy, or make it impossible in same general appearance as existed prior to 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 destruction, but with such changes therein as may be made at Tenant’s election in conformity with this Lease. Tenant agrees that any rebuilding or repair required 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 this Section shall be repairedcompleted at Tenant’s sole cost, restored, and rebuilt by Lessee with to the use extent of insurance proceeds made available to Tenant (which Lessor shall cooperate or if Tenant elects to make available)self-insure, 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 that insurance proceeds would have been made available to Tenant), and with due diligence in accordance with good construction practices. All casualty insurance proceeds or damages recovered on account of any damage or casualty shall be compensated by the proceeds of rents loss insurance. In no event shall Lessor be required made available to provide its own money Tenant for the repair or restoration payment of the Leased Premises other than cost of such repairs. Notwithstanding the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee foregoing, if the Building shall be liable for repair destroyed by reason of fire or other casualty 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 extent of fifty percent (50%) or more of its leasable area during the last five (5) years of the term Term or any exercised renewal term, then Tenant shall have the option to terminate this Lease by giving Landlord notice thereof within two hundred sixty (260) days after the occurrence of the Lease, or as extended, but if Lessee destruction. Such termination shall desire to rebuild during the last 12 months be without further liability of the Lease termparties except for such liabilities theretofore accrued. In the event of such termination, Lessor will make all insurance proceeds applicable to the casualty shall belong to and shall be assigned to Landlord, other than proceeds specifically attributable to Tenant’s Equipment, Tenant’s business interruption and the unamortized value of Tenant’s interest in the Building and other Improvements, and Tenant’s moving expenses (or if Tenant elects to self-insure, Tenant shall pay to Landlord the amount of insurance proceeds which would have otherwise been available to rebuild the Leased Premises conditioned upon Lessee then exercising its next renewal option under the Tenant, failing which Tenant shall have no right to terminate 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) 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. Initials: 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 take all legal steps necessary to collect these unpaid funds. Furthermore there will be 1.5% interest charged monthly on any balances owed on lease. COLLECTION FEES Charges that 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 Collection Fees but not limited to: Security Deposits, Rent, Late Fees, Utilities, Move out Charges, etc. Collection fees are equal to balance due on tenant(s) account. Example: Apartment Balance $250 + Collection Fee $250 = Apartments New Balance $500 Once your account is turned over to collections, account balance must be paid 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 full 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 abovewhole apartment.

DESTRUCTION OF PREMISES. In the event of a partial destruction of the said Premises during the Lease Term from any cause which is covered by Lessor’s property insurance, Lessor shall forthwith repair the same, provided Lessor notifies Lessee within 10 days after such destruction that the repairs can be materially restored within two hundred ten (210) days after the occurrence of such destruction, 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 to the extent of payments received by Lessor under its Loss of Rents Insurance coverage. Notwithstanding the above, if Lessor notifies Lessee that Lessor cannot materially complete the restoration within 210 days after the occurrence of such destruction or if Lessor does not materially complete restoration within 240 days after the occurrence of such destruction, Lessee may cancel this Lease. 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 any part of the Premises 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 the Lease, whether the Premises is insured or not. If Lessor decides to restore and notifies Lessee within ten days after damage that restoration can be completed within 210 days, and the Premises is not materially restored within 240 days after the occurrence of such destruction, Lessee may cancel the Lease. A total destruction of the Premises shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to repair or rebuild to the extent of available insurance proceeds including any deductible amount 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. Lessee shall have the option of continuing this Lease by agreeing to pay all repair costs to the Premises. Notwithstanding the above, if insufficient or no insurance proceeds are available due to Lessor’s failure to provide the insurance required under Sections 6 A) If, during the term and 6 B) 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 obligated 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 rebuild 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 that would have been available to rebuild had Lessor provided the Leased Premises conditioned upon Lessee then exercising its next renewal option insurance required under the Section 6 A) and 6 B) 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. 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 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. (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. (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 A. During the term of this Lease, if any casualty renders a portion of the Leased Premises are totally or partially destroyed unusable for the purpose intended, then LANDLORD shall, at LANDLORD’s expense, restore the Premises and repair any damages caused by fire or such casualty as soon as reasonably possible and this Lease shall continue in full force and effect. If LANDLORD does not commence the elements, so as to render restoration of the premises wholly unfit for occupancyPremises in a substantial and meaningful way within thirty (30) days following the LANDLORD’s receipt of written notice of the casualty, or make it impossible should LANDLORD fail to diligently pursue completion of the restoration of the Premises, or if the time required to restore the Premises is estimated to exceed ninety (90) days, COUNTY may, at its option, terminate this Lease immediately upon written notice to the LANDLORD. If COUNTY elects to terminate this Lease pursuant to this provision, COUNTY shall be discharged of all future obligations under this Lease. Alternatively, if LANDLORD fails to commence the restoration of the Premises or fails to diligently pursue the completion of the restoration as aforesaid, COUNTY may, at its option and in its sole discretion, after notice to LANDLORD, perform LANDLORD’s obligations and restore the opinion of a licensed third party arbitrator knowledgeable in Premises. If COUNTY elects to restore the child care business reasonably acceptable to Lessee and LessorPremises, for Lessee to conduct its business therein, then either Lessor or Lessee COUNTY shall have the right to terminate this Lease from be reimbursed for all sums it actually and reasonably expends (including charges for COUNTY employees and equipment) in the date performance of such damage or destruction by giving written noticeLANDLORD’s obligations. 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 sum paid by COUNTY shall be repaired, restored, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate due from LANDLORD to make available), but otherwise at its own sole cost and expense, COUNTY 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 days of notice of such sum, and if paid at a later date shall bear interest at the maximum rate the COUNTY is permitted by law to charge from the date the sum was paid by COUNTY until COUNTY is reimbursed by LANDLORD. If LANDLORD fails to reimburse COUNTY as required by this paragraph, COUNTY shall have the right to withhold from future rent due the sum COUNTY has paid until COUNTY is reimbursed in full for the sum and interest on it. The remedies set forth in this paragraph are in addition to and do not in any manner limit other remedies set forth in particular paragraphs of this Lease. COUNTY shall forward to LANDLORD receipts and/or documentation supporting the amount withheld. For the purposes of this paragraph, the phrase “commence . . . in a substantial and meaningful way” shall mean either the unconditional authorization of the term preparation of the Leaserequired plans, the issuance of any required Building Permits or as extended, but if Lessee shall desire to rebuild during the last 12 months beginning of the Lease term, Lessor will make insurance proceeds available to rebuild actual work on 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 Building 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 clxxx xxxxx xxch 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 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 an arbitrator appointed by the American Arbitration Association office closest to the site of the Leased Premises pursuant to its rules and regulations and reasonably approved by Lessor and Lessee (with all reasonable speed, and both parties having a right to a hearing at such office before said arbitrator)) 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 a mutually approved registered independent third party architect 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 (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 working 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 proceeds at least equal to the estimated cost of such repair or restoration, and if the Lease is so terminated, Lessee's obligation for Rent hereunder shall cease upon Lessor's receipt 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, 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) If, In the event of a partial destruction of the premises during the term of life hereof, caused by a casualty covered under any insurance policy maintained by landlord, Landlord shall forthwith repair the same, provided such repairs can be and are made within one hundred twenty (120) days under the laws and regulations then applicable. Such partial destruction alone shall in no way annual 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, if the Leased parties hereto cannot agree, to be based upon the extent to which the making of such repairs shall interfere with the business carried on by said Tenant in the said premises. If such repairs cannot be made in one hundred twenty (120) days, Landlord may, at Landlord's option, given within such 120 days period in writing to attempt to make the same within a reasonable time, the lease continuing in full force and effect and the rent to be proportionately abated as aforesaid. In the event that Landlord does not so elect to make said repairs, or such repairs cannot be made under such laws and regulations then in effect, this lease may be terminated at the option of either party. In respect to any partial destruction which Landlord is obligated to repair, or may elect to repair under the terms of the above paragraph, the provisions of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Tenant. In the event that the building in which the Premises are totally or may be situated is partially destroyed from a casualty not covered by fire insurance or is destroyed to the elementsextent of thirty-three percent (33%) or more of the replacement cost of said building, 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 Landlord may elect to terminate this Lease. However, a total destruction of the building on the premises shall terminate this Lease from automatically. In 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 event of any such termination, Lessor may re-enter dispute between Landlord 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 Tenant relative 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 provisions 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 foregoing, they shall be liable for repair of the Leased Premises with all reasonable speedeach select an arbitrator and those selected arbitrators shall then select a third arbitrator, and the rents three arbitrators shall recommence on hear and determine the date that the repairs are completed. Lessee controversy and their decision thereon 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 binding 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 aboveall parties.

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 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, 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. 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 18 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 (A3570) 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 construction 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 23 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 18 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. (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 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) If, during If the term of this Lease, the Leased Demised Premises are totally or partially destroyed by fire or other casualty not resulting from the elementswrongful or negligent act of Tenant, so as to render the premises wholly unfit for occupancyeither Landlord or Tenant may by written notice, 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 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 abated 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 share of 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 share of Direct Expenses shall be adjusted and prorated in the period proportion which the area of repair and restoration unusable leased space 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) 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 the Demised Premises are 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 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 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, 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, 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 any of the Buildings are totally or partially damaged or destroyed from any cause, Tenant shall give prompt notice to Landlord, and the damage shall be repaired by Landlord, at its expense but through the use of any proceeds from policies of insurance maintained by Tenant, to substantially the condition that existed prior to the damage None of the Tenant's obligations to make payments of the Rent shall be abated in whole or in part during any period of repair or restoration. Notwithstanding the term foregoing, if any of the Buildings are totally damaged or are rendered wholly untenantable, or if any of the Buildings are so damaged that substantial alteration, demolition, or reconstruction is required, then in either of such events Landlord may, not later than 60 days following the date of the damage, give Tenant a notice terminating this Lease, Lease with respect to the Leased Premises Property upon which such of the Buildings is located. If this Lease is so terminated, (a) the Term with respect to such portion of the Leased Property shall expire upon the date set forth in Landlord's notice, which shall not be less than 30 days after such notice is given, and Tenant shall vacate such portion of the Leased Property and surrender the same to Landlord no later than the date set forth in the notice, (b) all proceeds of policies of insurances maintained by Tenant with respect to such portion of the Leased Property shall become the property of Landlord and (c) this Lease shall remain in effect and unchanged with respect to of the remainder of the Leased Property and the Leased Property associated therewith. Additionally, in the event that any of the Buildings are totally or partially destroyed by fire or condemned within the elements, so as to render last six (6) months of 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 thereinthen current Term, then either Lessor or Lessee Tenant shall have the right right, at its sole discretion, to deliver to Landlord any insurance proceeds received by or payable to Tenant with respect thereto and terminate this Lease from the date of with respect to 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 portion of the Leased Premises other than Property. In such event, the net proceeds of moneys received by it from any insurance policy or policies covering such loss or damages. Lessee Lease shall be liable for repair terminated with respect to such portion of the Leased Premises with all reasonable speed, and the rents shall recommence on Property as of 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 are delivered 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) 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 If the term Premises or a part of this Leasethe remainder of the Building, the Leased Premises are totally or partially destroyed use of which materially affects Tenant’s ability to use the Premises, shall be damaged by fire or other casualty and such damage materially interferes with Tenant’s use of the elementsPremises, so as to render and such damage is not repaired by Landlord within thirty (30) days after the premises wholly unfit for occupancydate of such fire or casualty, 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 Lessor, for Lessee to conduct its business therein, then either Lessor or Lessee Landlord shall have the right to terminate this Lease from by written notice to the date other delivered not more than forty-five (45) days following the occurrence of such damage or destruction by giving written noticethe damage. The parties agree to use reasonable promptness to obtain In 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 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 Paragraph 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 denominator of which shall be the total number of square feet of each of the Premises. In the event, however, that such damage is due to the fault or neglect of the Tenant, Tenant’s servants, employees, agents, visitors or licensees, there shall be no apportionment or abatement of Rent and may dispossess all parties then in possession thereofTenant shall not have the right to terminate this Lease pursuant to the provisions of this Paragraph 13. If not otherwise terminated, in the event the Leased Premises shall be repaireddamaged by fire or other casualty and the damage is repaired within thirty (30) days following the occurrence of the damage, restoredor if neither Tenant nor Landlord elects to terminate this Lease, and rebuilt by Lessee with the use of insurance proceeds (which Lessor shall cooperate to make available)as provided above, but otherwise Landlord, at its own sole cost and expense, within one hundred eighty (180) days from shall repair or reconstruct the date of destruction (subject damage to force majuere as set forth in paragraph C hereofthe Premises. Until such time that the damage is substantially repaired, then all rents payable by Lessee 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 each of the Premises. In the event, however, that such damage is due to the extent Lessor fault or neglect 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, 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 (1) year 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 commencing with the Leased date of such casualty while such repairs are being made to the extent that portion of the Premises are totally rendered unusable for Lessee’s purposes hereunder. With respect to any partial destruction which Lessor is obligated to repair or partially 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 forty percent (40%) of the replacement cost thereof, Lessor or Lessee may, at their respective options, elect to terminate this Lease by fire written notice to the other party delivered within forty five (45) days of such casualty, whether the subject Premises is insured or not. A total destruction of the elementsbuilding in which the subject Premises are situated shall terminate this Lease. Notwithstanding the above, so as Lessor is only obligated to render repair or rebuild to the premises wholly unfit extent of available insurance proceeds including any deductible amount paid by Lessee. Should Lessor determine that insufficient or no insurance proceeds are available for occupancyrepair or reconstruction of Premises, 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 Lessor or may terminate the Lease. Lessee shall have the right to terminate option of continuing this Lease from the date of such damage or destruction by giving written notice. The parties agree agreeing 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 pay 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 costs 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 subject Premises other than the net proceeds of moneys received by it from less any available 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 aboveproceeds.

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 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 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 Leasehereof, the Leased Premises are totally damaged by reason of fire or partially 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 elementssame at Landlord’s expense, so as to render the premises wholly unfit for occupancyextent of Landlord’s obligation under Article IV. The Tenant shall be responsible, or make it impossible in the opinion of a licensed third party arbitrator knowledgeable in the child care business reasonably acceptable to Lessee and Lessoraccordance with Article IV, for Lessee the remainder of the work in order to conduct its make the Premises at least equal in value to those existing immediately prior to such occurrence and as nearly similar to it in character as shall be practicable and reasonable. Rent shall be abated but only to the extent that (i) the Premises are rendered untenantable, and (ii) that Landlord receives payment in lieu of Rent pursuant to benefits payable under rent continuation insurance or business thereininterruption insurance. If the Premises shall be so damaged by fire or otherwise that the cost of restoration shall exceed thirty percent (30%) of the replacement value thereof, then either Lessor or Lessee shall have the right exclusive of foundations, immediately prior to such damage, Landlord may, within thirty (30) days of such damage, give notice to Tenant of Landlord’s election to terminate this Lease from and, subject to the further provisions of this Article, this Lease shall cease and come to an end on the date of such damage or destruction by giving written notice. The parties agree to use reasonable promptness to obtain the opinion expiration 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 ten (which Lessor shall cooperate to make available), but otherwise at its own sole cost and expense, within one hundred eighty (18010) days from the delivery of such notice with the same force and effect as if such date of destruction (subject to force majuere as set forth in paragraph C hereof, then all rents payable by Lessee shall be abated during were 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 date hereinbefore fixed for the repair or restoration 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 shall be liable for repair of the Leased Premises with all reasonable speedterm herein demised, and the rents shall recommence on the date that the repairs are completed. Lessee Rent shall be under apportioned and paid to the time of such termination. In such event, the entire insurance proceeds shall be and remain the outright property of Landlord. In the event the Landlord terminates this Lease, Tenant shall have no obligation to so repair during the last five (5) years reimburse Landlord for any of the term of the Lease, or as extended, but if Lessee shall desire its contribution made pursuant 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 aboveSection 4.2.

DESTRUCTION OF PREMISES. Tenant shall give immediate written notice to Landlord of any damage caused to the premises by fire or any other casualty. In the event of a partial destruction or damage of the leased premises, which is a business interference, that is, which prevents the conducting of a normal business operation and which damage is reasonable repairable within ninety (A90) Ifdays after its occurrence, this Lease shall not terminate but the rent for the leased premises shall xxxxx during the term time of such business interference. In the event of partial destruction, Landlord shall repair such damages within ninety (90) days of its occurrence unless and only to the extent prevented from so doing by acts of God, the elements, the public enemy, strikes, riots, insurrection, government regulations, city ordinances, labor, material or transportation shortages, or other causes beyond Landlord’s reasonable control. In the event of a total destruction or damage of the leased premise so that Tenant is not able to conduct its business on the premises or the then current legal use for which the premises are being used and which damages cannot be repaired within ninety (90) days, this Lease may be terminated at the option of either Landlord or Tenant. Such termination in such event shall be effected by written notice of one party to the other, within forty-five (45) days after such destruction. Tenant shall surrender possession within ten (10) days after such notice issues, and each party shall be released from all future obligations hereunder, Tenant paying rental pro rata only to the date of such destruction. In the event of such termination of this Lease, Landlord at its option, may rebuild or not, according to its own wishes and needs. If this Lease is not so terminated, Landlord shall promptly commence such repairs, restoration or rebuilding and shall diligently prosecute the same to completion. In the event of a total destruction or damage of the leased premise as described hereinabove, and not withstanding existence of default hereunder, Tenant shall have the right to exercise the “Purchase Option” set forth in paragraph 40 hereinafter, not withstanding any limitations on the timing to exercise such option otherwise set forth in paragraph 40. If this option is exercised after the 30th month 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 purchase price 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 determined as set forth in the second paragraph C hereof, then of paragraph 40 hereinafter (otherwise it will be determined in accordance with the first paragraph of paragraph 40) with the Closing as set forth in the third paragraph of paragraph 40 hereinafter to be held within 90 days after written notice. If Tenant exercises the option hereunder all rents payable by Lessee insurance proceeds shall be abated during paid to Tenant (or the period of repair and restoration rights thereto assigned 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 aboveTenant).

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 from after receipt of building permit under the date laws and regulations of State, Federal, County, or Municipal authorities, but such partial destruction (subject to force majuere as set forth shall in paragraph C hereofno way annul or void this Lease, then all rents payable by except that Lessee shall be abated during the period entitled to a proportionate reduction of repair and restoration Rent while such repairs are being made to the extent the Premises are not useable by Lessee in the manner used prior to the destruction. With respect to any partial destruction which Lessor shall be compensated 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 the proceeds of rents loss insuranceLessee. In no 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 situated shall terminate this Lease. Notwithstanding the above, Lessor be required is only obligated to provide its own money for the repair or restoration rebuild to the extent of available insurance proceeds including any deductible amount 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 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 costs to the subject Premises. If the destruction (not caused by Lessee) will or does take more than one hundred and eighty (180) days (or sixty (60) days if during the last twelve (12) months of the Leased Premises with all reasonable speedTerm) to repair sufficient to restore Lessee to the Premises, and the rents shall recommence on the date then Lessee may, upon notice within ten (10) days of Lessee’s notice that the repairs are completed. Lessee shall be under no obligation to so repair during the last five will take more than 180 days (5) years of the term of the Lease, or as extended, but 60 days if Lessee shall desire to rebuild during the last 12 months of the Term), terminate this 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 aboveeffective within thirty (30) days thereafter.

DESTRUCTION OF PREMISES. (A) If, In the event of a partial destruction of the Premises during the term hereof, from any cause whatsoever, the Premises shall forthwith be repaired provided such repairs can be made within ninety (90) working days under the law and regulations of State, Federal, County or Municipal authorities, but such partial destruction shall in nowise annul or void this Lease, except that Tenant shall be entitled to a proportionate reduction of the minimum monthly fixed rental while such repairs are being made, 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 Premises. If such repairs cannot be made in ninety (90) working days, Landlord may, at its option have the same made within a reasonable time in which event this Lease shall continue in full force and effect and the minimum monthly fixed rental shall be proportionately reduced as hereinabove set forth. In the event that Landlord does not so elect to have such repairs made which cannot be made within ninety (90) days or such repairs cannot be made under such laws and regulations, this Lease may be <Initials> 12 <Initials> terminated at the option of either party. The obligations of the Landlord and Tenant in connection with the repair of the Premises shall be as follows: Landlord shall forthwith commence and carry to completion with all due diligence the repair of any damage or destruction to that portion of the Premises originally constructed by Landlord other than any work performed by Landlord’s on Tenant’s behalf and at Tenant’s cost and expense. Tenant shall forthwith commence and carry to completion with all due diligence the repair of any damage or destruction to the remainder of the Premises. The portion of the proceeds of the insurance carried by Landlord at the time of such damage or destruction pursuant to Section 23 of this Lease determined by Landlord’s insurance carrier to be attributable to the damage or destruction of the portion of the Premises to be repaired by Tenant, as aforesaid, which determination shall be binding upon Landlord and Tenant, shall be made available by Landlord for the work of repair required to be performed by Tenant, to the extent required therefor and subject to the following conditions: (i) that Tenant is not then in default under any of the covenants or conditions of this Lease, (ii) that Landlord shall first be given satisfactory proof that such work has been fully performed by Tenant or that by the Leased Premises are totally or partially destroyed expenditure of such money will be fully performed by fire or the elementsTenant free and clear of all liens arising out of such work, so as to render the premises wholly unfit for occupancy, or make it impossible (iii) that in the opinion of a licensed third party arbitrator knowledgeable event such proceeds to be made available to Tenant shall be insufficient to complete said work to be performed by Tenant, Tenant shall promptly deposit with Landlord funds which, together with such proceeds, shall be sufficient to complete said work to be performed by Tenant, and (iv) that in the child care business reasonably acceptable event Tenant shall fail to Lessee commence such work to be performed by Tenant and Lessor, for Lessee carry it to conduct its business thereincompletion with all due diligence, then either Lessor or Lessee Landlord, at Landlord’s option, shall have the right to perform said work for or on behalf of Tenant and any amount expended by Landlord, at Landlord’s option, shall have the right to perform said work for or on behalf of Tenant and any amount expended by Landlord in doing so, above the amount of such proceeds attributable to such work, shall be repayable by Tenant to Landlord within ten (10) days after the receipt by Tenant from Landlord of a xxxx setting forth the amount thereof. The failure of Tenant to pay any such amount to Landlord within said ten (10) day period shall carry with it the same consequences as failure to pay any installment of rental. In the event that the building in which the Premises may be situated be destroyed to the extent of not less than thirty-three and one-third percent (33- 1/3%) of the replacement cost thereof, Landlord may elect to terminate this Lease from Lease, whether the date Premises be injured or not. In the event of any dispute between Landlord and Tenant relative to the provisions of this Section (except as to the aforesaid determination made by Landlord’s insurance carrier), 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 Landlord and Tenant, who shall bear the cost of such arbitration equally between them. The provisions of any statute or other law which may be in effect at the time of the occurrence of any such damage or destruction by giving written notice. The parties agree destruction, under which a Lease is automatically terminated or a Tenant is given the right to use reasonable promptness to obtain terminate a Lease upon 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 occurrence of any such terminationdamage or destruction, 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 are hereby expressly waived 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 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 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. (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 (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.