Common use of Damage by Fire or Other Casualty Clause in Contracts

Damage by Fire or Other Casualty. Tenant shall promptly notify Landlord of any damage or destruction of any portion of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facility.

Damage by Fire or Other Casualty. Tenant shall promptly notify Landlord Subject to the other provisions of any damage or destruction of any portion of this Section, in the event the Premises is damaged by fire or other perils, this Lease shall remain in full force and diligently effect. If Landlord does not terminate this Lease, then Landlord shall forthwith repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4state ready for restoration by Tenant of Tenant’s improvements. Any net insurance proceeds payable with respect to Notwithstanding the casualty shall be paid directly to foregoing, Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right obligation whatsoever to repair, reconstruct or restore the Premises the Landlord or Tenant may terminate this Lease when (a) the damage resulting from any casualty covered under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction Section occurs during the last six nine (69) months of the Initial Term or applicable Renewal Term, term of this Lease; (b) the Premises are damaged to the extent of fifty thirty percent (5030%) or more thereof; (c) thirty percent (30%) or more of the replacement value Building is damaged; (d) the insurance available to Landlord is not sufficient to cover the cost of such repair, reconstruction or restoration; or (e) the holder of any deed of trust or mortgage encumbering the Building does not permit use of such insurance proceeds for reconstruction. Tenant shall be entitled to an abatement in Base Rent in proportion to the portion of the FacilityPremises that is rendered untenantable by such damage; provided, however, if the damage is due to the acts or omissions of Tenant mayor its employees, at Tenant’s option and the same is not covered by any rent loss insurance carried by Landlord, there shall be no abatement of rent. Such abatement shall commence as of the date of such damage and shall terminate on the earlier to be evidenced by notice in writing given to Landlord within occur of thirty (30) days after the occurrence date Landlord delivers the Premises to Tenant for restoration of such damage Tenant’s improvements or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, date Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilityre-opens for business.

Damage by Fire or Other Casualty. a) If the Premises or Building is damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord whereupon Landlord shall, subject to the consent of any Landlord's present or future mortgagee and to the conditions set forth in this Section 15, repair, rebuild or replace such damage or destruction of any portion of the Premises and diligently repair or reconstruct restore the Premises to a like or better substantially the same condition than existed as the Premises were in immediately prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect destruction; provided, however, that Landlord shall only be obligated to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any restore such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent the proceeds of fire and other extended coverage insurance policies. Notwithstanding anything to the contrary contained in this Lease, if the Premises is damaged or destroyed by fire or any casualty which cannot, despite diligent, good faith efforts be repaired or restored within one hundred eighty (50%180) days following the date on which such damage occurs, then Tenant or more Landlord may elect to terminate this Lease effective as of the replacement value date of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within such damage or destruction. Within thirty (30) days after the occurrence date of such damage, the parties shall determine how long the repair and restoration will take. After that determination has been made, if the determination is that the restoration will take more than one hundred eighty (180) days to complete, Tenant and Landlord shall have a period of thirty (30) days to terminate this Lease by giving written notice to the other. If neither party elects to terminate this Lease as provided herein, then Landlord shall, subject to the provisions of this Section, promptly commence and diligently pursue to completion the repair of such damage or destructionso that the Premises are restored to a condition of similar quality, elect to pay to Landlord any available insurance proceedscharacter and utility for Tenant's purposes. If the Premises are not substantially repaired and restored within two hundred and forty (240) days of the date of the damage, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event Tenant may cancel this Lease at any time before Landlord substantially completes the repairs and delivers the restored Premises to Tenant. If Tenant does not so terminate, Landlord shall terminatecontinue to restore the Premises. In the event of termination, Landlord shall return any prepaid Fixed Basic Rent, Additional Rent and any other prepaid amounts to Tenant within thirty (30) days from the date of termination of this Lease. If any damage or destruction occurs to the Premises during the last year of the Term and the cost to repair the damage exceeds Five Hundred Thousand Dollars ($500,000.00) either Landlord or Tenant may terminate this Lease upon giving the other party thirty (30) days written notice; provided, however, that if Landlord notifies Tenant that it wishes to terminate this Lease, then Tenant may, if it has not already done so, exercise its right to extend the available insurance proceeds are insufficient to cover the cost term of the repair or reconstruction of the FacilityLease under Rider A, Tenant whereupon Landlord's election to terminate shall remain obligated to pay the additional cost be null and void. If Landlord is required to repair or reconstruct restore the FacilityPremises under any provision of this Article and Tenant's use of the Premises is affected, then until Landlord completes such repair or restoration, Fixed Basic Rent, Additional Rent and all other charges payable by Tenant hereunder shall xxxxx in their entirety, unless Tenant remains in possession of the Premises, in which event such rent and other charges shall xxxxx based on the portion of the Premises which is not being used by Tenant.

Damage by Fire or Other Casualty. Tenant shall promptly notify Landlord of any damage or destruction of any portion of If the Premises are rendered partially or wholly untenantable by fire or other casualty, and diligently repair (i) cannot be materially restored within one hundred eighty (180) days of such damage, or reconstruct (ii) the Premises to a like are damaged or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have destroyed at any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs time during the last six eighteen (618) months of the Initial Term term of this lease then the Tenant or applicable Renewal Term, Landlord may terminate this lease as of the date of such fire or casualty. Tenant or Landlord shall exercise their option to terminate by written notice to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord other within thirty (30) days after the occurrence of such fire or other casualty. For purposes hereof, the Premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the Premises for the purpose for which it was then being used. If this lease shall be terminated pursuant to this paragraph, the term of this lease shall end on the date or damage as if that date had been originally fixed in this lease for the expiration of the term hereof. If this lease is not terminated following damage by fire or destructionother casualty, elect then Landlord shall proceed with all due diligence to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminaterepair and restore the premises at Landlord’s cost; provided, however, that if the available insurance proceeds are insufficient in no event will Landlord be required to cover the cost rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in or about the premises by Tenant except to the extent covered by insurance. Tenant agrees that during any period of restoration or repair or reconstruction of the FacilityPremises, Tenant shall remain obligated continue the operation of Tenant’s business within the Premises to pay the additional cost extent practicable. During the period from the date of damage until the date that the untenantable portion of the Premises is materially restored, the rental shall be reduced to repair the extent of the proportion of the Premises which is untenantable; provided, however, there will be no abatement of rental if damage was occasioned by the fault or reconstruct the Facilitynegligence of Tenant, its employees, agents or invitees.

Damage by Fire or Other Casualty. Tenant shall promptly notify Landlord In the event of any damage or destruction of any portion of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect caused to the casualty shall be paid directly to Landlord andleased premises by fire or other casualty, if an Event capable of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficientaccomplishment, Tenant shall provide give immediate written notice to Lessor, or if not capable of accomplishment, as soon thereafter as is reasonable under the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenantcircumstances. Except as otherwise specifically set forth in this Section 17If Tenant does not so notify Lessor, Tenant shall not be liable for all consequential damages directly or indirectly resulting from its failure to so notify Lessor, in addition to every other right and remedy which Lessor may have any right under pursuant to this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce at law or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualtyin equity. In the event any such damage the leased premises shall be damaged by fire or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, other casualty to the extent of fifty percent (50%) or more less of the cost of replacement value of the Facilityleased premises, Tenant mayand such damage is covered by Lessor's insurance, and can be repaired within one hundred eighty (180) days after the date of the happening of the event causing the damage, Lessor shall cause the damage to be repaired, at Tenant’s option its expense; provided, however, in the event such damage occurs during the last two (2) years of the term of this Lease, Lessor shall have no obligation to cause the damage to be evidenced repaired. In the event the leased premises shall be damaged by fire or other casualty, and such fire or other casualty shall not be covered by Lessor's insurance, or the leased premises shall be damaged to the extent of more than fifty percent (50%) of the cost of replacement of the leased premises, or cannot be repaired within one hundred eighty (180) days after the date of the happening of he event causing the damage but can be repaired within two hundred seventy (270) days after the date of the happening of the event causing the damage, then in any of such events, Lessor may elect either to repair or rebuild the leased premises or to cancel this Lease, either of such elections to be made by the giving of written notice to such effect by Lessor to Tenant within sixty (60) days after the date of the happening of the event causing the damage. In the event Lessor gives Tenant written notice of its intention to repair or rebuild, then this Lease shall remain in writing given force and effect. In the event Lessor does not give Tenant written notice of its intention to Landlord repair or rebuild or cancel this Lease within said sixty (60) days, this Lease may be canceled at the option of either Lessor or Tenant by written notice by either party to the other within thirty (30) days after the occurrence expiration of Lessor's sixty (60) days' notice period. Cancellation, if appropriately elected, shall be effective as of the date when the damage occurred. In the event fifty percent (50%) or more of the building(s) constituting the Center of which the leased premises are a part shall be damaged by fire or other casualty, regardless of whether or not the leased premises are affected, and such fire or other damage cannot be repaired within one hundred eighty (180) days after the date of the happening of the event causing the damage, then in any of such damage events, Lessor may elect either to repair or destructionrebuild said building or to cancel this Lease, elect either of such elections to pay be made by the giving of written notice to Landlord any available insurance proceedssuch effect by Lessor to Tenant within ninety (90) days after the date of the happening of the event causing the damage. In the event Lessor shall give written notice to Tenant of its election either to repair or rebuild, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event then this Lease shall terminate; providedremain in force and effect. In the event Lessor does not give written notice to Tenant of its election either to repair or to rebuild or to terminate this Lease within said ninety (90) days, howeverthis Lease may be canceled at the option of either Lessor or Tenant by written notice by either party to the other within thirty (30) days after the expiration of Lessor's ninety (90) days' notice period. Cancellation, that if the available insurance proceeds are insufficient to cover the cost appropriately elected, shall be effective as of the date when the damage occurred. As promptly as is practicable after such fire or other casualty and during any period of repair or reconstruction of the Facilityleased premises, Tenant shall remain obligated continue the operation of its business within the leased premises to pay the additional extent practicable. If the fire or other casualty, repairing or rebuilding shall render the leased premises untenantable, in whole or in part, a proportionate abatement of the rent shall be allowed from the date of the happening of the event causing the damage until the date Lessor completes the repairs or rebuilding, or, in the event of cancellation, until the effective date of such cancellation, said proportionate abatement to be computed on the basis of the relation which the square foot area of the space in the leased premises is rendered untenantable bears to the total square foot area of the leased premises. Nothing in this paragraph shall be construed to permit the abatement, in whole or in part, of the percentage rent or the other charges provided for in this Lease, but for the purpose of paragraph 11 the computation of percentage rent shall be based upon the revised minimum rent as the same may be abated pursuant to this paragraph. In the event Lessor is obligated, or exercises its election to repair, restore or replace. the improvements, it shall proceed with due diligence, and at its sole cost and expense, to repair make such repairs, restoration or reconstruct replacement in such manner as to approximate original condition, reasonable wear and tear excepted, excluding therefrom improvements or betterments to the Facilityleased premises constructed or installed by Tenant or at Tenant's direction. In determining "due diligence," consideration shall be given to fire and other casualties, governmental restrictions and regulations, strikes, lock-outs, construction delays beyond the control of Lessor, and acts of God. In no event shall Lessor be required to repair, restore or replace the items hereinafter set forth to be repaired, restored, or replaced by Tenant. In the event Lessor is required or elects to repair, restore, or replace the improvements, Tenant shall proceed with due diligence, at Tenant's sole cost and expense, to repair, restore or replace improvements or betterments to the leased premises constructed or installed by Tenant or at Tenant's direction, its stock-in-trade, fixtures, furniture, furnishings, equipment, other personal property and signs. Lessor shall not be responsible for, nor liable to, Tenant for any damages whatsoever caused by any damage or destruction to the leased premises, nor for any delay in repairing, restoring or replacing, nor for inability to repair, restore, or replace, nor for any other cause whatsoever beyond Lessor's control. All property of Tenant and all property kept, stored or maintained in or upon the leased premises, adjacent sidewalks, loading areas or other common areas shall be at the sole risk of Tenant.

Damage by Fire or Other Casualty. Tenant 18.1 If the Demised Premises shall promptly notify be damaged by fire or other casualty, not due to the negligence or fault of Tenant, Landlord of shall, as soon as practicable after such damage occurs (subject to being able to obtain all necessary permits and approvals, including, without limitation, permits and approvals required from any agency or body administering environmental laws, rules or regulations, and taking into account the time necessary to effectuate a satisfactory settlement with any insurance company) repair such damage at Landlord’s expense and this Lease shall not terminate. It is understood and agreed that the Building, whether partially or destruction of any portion of totally damaged or destroyed, need not be restored to the Premises and diligently repair or reconstruct the Premises to a like or better same condition than as existed prior to such damage or destruction in accordance destruction, provided the Building is restored to a condition architecturally harmonious and consistent with the Demised Premises and the balance of the Building. Landlord shall not be required to expend more for any repair, rebuilding, reconstruction, restoration, or replacement of the Demised Premises and/or the Building pursuant to this Section 8.4. Any net than the amount of insurance proceeds payable with respect paid to the casualty Landlord in connection therewith (or if Landlord shall be self-insured, the amount of insurance proceeds which would otherwise have been paid directly to Landlord andhad not Landlord been so self-insured). If the Building is so substantially damaged that it is reasonably necessary, if an Event of Default has not occurred hereunderin Landlord’s judgment, used to demolish the same for the repair or reconstruction purpose of reconstruction, Landlord may demolish the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7same, in which event this Lease shall terminate; provided, however, Landlord may treat such demolition as if it had been caused by the same cause as that if which caused the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitydamage.

Damage by Fire or Other Casualty. Tenant 18.1 If the Demised Premises shall promptly notify be damaged by fire or other casualty, not due to the negligence or fault of Tenant, Landlord of shall, as soon as practicable after such damage occurs (subject to being able to obtain all necessary permits and approvals, including, without limitation, permits and approvals required from any agency or body administering environmental laws, rules or regulations, and taking into account the time necessary to effectuate a satisfactory settlement with any insurance company) repair such damage at Landlord's expense and this Lease shall not terminate. It is understood and agreed that the Building, whether partially or destruction of any portion of totally damaged or destroyed, need not be restored to the Premises and diligently repair or reconstruct the Premises to a like or better same condition than as existed prior to such damage or destruction in accordance destruction, provided the Building is restored to a condition architecturally harmonious and consistent with Section 8.4the Demised Premises and the balance of the Building. Any net Landlord shall not be required to expend more for any repair, rebuilding, reconstruction, restoration, or replacement of the Demised Premises and/or the Building pursuant to this Paragraph than the amount of insurance proceeds payable with respect paid to the casualty Landlord in connection therewith (or if Landlord shall be self-insured, the amount of insurance proceeds which would otherwise have been paid directly to Landlord andhad not Landlord been so self-insured). If the Building is so substantially damaged that it is reasonably necessary, if an Event of Default has not occurred hereunderin Landlord's judgment, used to demolish the same for the repair or reconstruction purpose of reconstruction, Landlord may demolish the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7same, in which event this Lease shall terminate; provided, however, Landlord may treat such demolition as if it had been caused by the same cause as that if which caused the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitydamage.

Damage by Fire or Other Casualty. Tenant Sublessee shall promptly notify Landlord Sublessor of any damage or destruction of any portion of the Premises and, subject to Sublessee’s receipt of sufficient insurance proceeds and any funds due from Sublessor as set forth below, diligently repair or reconstruct such portion of the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4destruction. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord Sublessor and, if an Event of Default has not occurred hereunder, shall be HNZW//3583-1 used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirementsapplicable portion of the Premises. If such proceeds are insufficient, Tenant Sublessor shall provide the required additional funds; if they provided, however, that Sublessee shall contribute an amount equal to the applicable deductible under the property insurance coverage. If the proceeds are more than sufficient, the surplus shall belong and be paid to TenantSublessee. Except as otherwise specifically set forth in this Section 17, Tenant Sublessee shall not have any right under this LeaseSublease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event If any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to Facilities is damaged and the extent of fifty damage is so extensive that more than thirty-three percent (5033%) or more of the replacement value licensed beds for that Facility is damaged by fire or other casualty and cannot be used in the opinion of Sublessee, then Sublessee shall have the Facility, Tenant may, at Tenant’s option right to be evidenced by notice in writing given terminate this Sublease as to Landlord within such Facility upon thirty (30) days after written notice to Sublessor. In the occurrence event of such damage or destructiontermination, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event the Rent and Additional Rent payable under this Lease Sublease thereafter shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitybe equitably adjusted.

Damage by Fire or Other Casualty. Tenant shall promptly immediately notify -------------------------------- Landlord of any damage or destruction of any portion of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for Premises. In the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent event that (A) by reason of any damage or destruction destruction, the Premises are rendered wholly untenantable, (B) the Premises are damaged as a result of a casualty, event, or risk which is not adequately covered by Landlord's fire insurance, (C) the Premises are damaged in whole or in part during the last twelve (12) months of the Lease Term or any extension or renewal thereof, (D) the building of which the Premises are a part (whether the Premises are damaged or not) or the buildings which then comprise the Development should be damaged to the extent that the Restoration Cost equals or exceeds thirty (30%) percent of the monetary value of such building, at the time of such damage, or (E) any buildings or Common Areas are damaged, whether or not the Premises are damaged, to such an extent that the Development cannot, in the sole judgment of Landlord, be profitably operated as an integral unit, then, in any of such events, Landlord may elect either to (i) repair the damage to the Premises (provided that Landlord's obligations to so repair shall not exceed in scope or expense the work done by Landlord with respect to the Premises prior to the Commencement Date), whereupon the Minimum Rent shall be abated proportionately as to that portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs rendered untenantable during the last six period of such repair and restoration, or (6ii) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced terminate this Lease by notice of termination delivered to Tenant at any time after the occurrence of such damage, whereupon this Lease shall expire upon the date set forth in writing given such notice, and Tenant shall vacate and surrender the Premises to Landlord on such date. Landlord shall give notice to Tenant of such election within thirty sixty (3060) days after the occurrence of such damage or destruction. In the event that Landlord does repair any damage as provided hereunder, elect any abatement of rent shall end when the Premises have been substantially repaired. In the event of abatement of Minimum Rent as expressly provided in this Paragraph 8.4, there shall be no abatement of additional rent or any other sums payable by Tenant under this Lease. In the event that the damage or destruction is caused by any act, omission or negligence of Tenant or any Invitees of Tenant, there shall be no abatement of Minimum Rent. Notwithstanding anything contained in this Paragraph 8.4 to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7the contrary, in the event that the Restoration Cost exceeds the aggregate sum of Minimum Rent for the Lease Year in which event the damage or destruction occurs, Landlord shall be entitled to terminate this Lease rather than perform such repairs and restoration, by giving notice of termination to Tenant, which notice must be given within twenty (20) days after Landlord (x) becomes aware of such damage or destruction, and (y) ascertains the approximate or exact Restoration Cost. Nothing contained in Paragraph 8.1 or in this Paragraph 8.4, or any other provision in this Lease, shall terminate; provided, however, that if the available be deemed to obligate Landlord to obtain or maintain any insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilityany nature.

Damage by Fire or Other Casualty. If the Premises shall be damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord, and Landlord, subject to the conditions hereafter set forth in this Paragraph 17, shall repair, rebuild or replace such damage and restore the Premises substantially the same condition in which they were immediately prior to such damage or destruction. The work shall be commenced promptly and completed with due diligence, taking into account the time required by Landlord to effect a settlement with, and procure insurance proceeds from, the insurer. The time for commencement and completion of restoration shall be extended for a period equal to any time lost by Landlord because of causes beyond Landlord's reasonable control (which shall not include any time required to settle with insurers). The net amount of any insurance proceeds (excluding rent insurance proceeds) recovered (or which would have been recoverable had Landlord maintained an all risk policy in the amount of the full insurable value of Building B) by reason of the damage or destruction of the Premises in excess of the cost of adjusting the insurance claim and collecting the insurance proceeds (such excess amount being hereinafter called the "net insurance proceeds") shall be applied towards the reasonable cost of restoration. Landlord shall not be responsible for the repair, restoration, or replacement of the fixtures, improvements, alterations, furniture or any other property owned, installed or made by Tenant including without limitation any property required by Tenant under Paragraph 3(b). Notwithstanding anything contained herein to the contrary, in the event of any damage or destruction of any portion of to the Premises and diligently repair or reconstruct Premises, (a) if the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect is to the casualty office and warehouse area only, this Lease shall continue and Landlord shall be paid directly to Landlord andresponsible for providing Tenant with substitute space of equal utility and value in Building A or Building C, if an Event available, or in a nearby facility, until the Premises are repaired, and (b) in the event that the cleanroom is damaged (i) Landlord may elect to provide substitute cleanroom space in Building A with adjacent warehouse and office space, all equal at value and utility to the Premises, in which case this Lease shall be amended to reflect the permanent substitution of Default has not occurred hereunder, used such new space for the repair Premises or reconstruction of the Premises pursuant (ii) if Landlord does not or cannot so elect to Landlord’s disbursement requirements. If provide such proceeds are insufficientsubstitute space, Tenant shall provide have the required additional funds; if they are more than sufficient, right to terminate this Lease in the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall event that the cleanroom is not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason repaired within the longer of any 90 days from the date of damage or destruction of any portion the date on which Tenant has available to it sufficient process equipment so that it could, but for the unavailability of the Premises by reason of an insured or uninsured casualtycleanroom, commence commercial production. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence that this Lease is not terminated as a result of such damage or destruction, elect to pay to Landlord any available insurance proceedsand provided further that such damage or destruction was not a result of Tenant's negligence, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease all rent payable hereunder shall terminate; provided, however, that if be equitably abated during the available insurance proceeds are insufficient to cover repair period based upon the cost extent of the repair or reconstruction Premises which are not useable and the relative value of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitysuch space.

Damage by Fire or Other Casualty. After the Delivery Date, if the Premises or any part thereof shall be damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord Landlord, and Tenant, provided the City as subtenant has remained or agreed to remain or retake occupancy upon completion of any repair and restoration, subject to the conditions set forth in this Section and changes in Laws, shall repair such damage or destruction of any portion of the Premises and diligently repair or reconstruct restore the Premises to a like or better substantially the same condition than existed in which they were immediately prior to such damage or destruction in accordance with Section 8.4. Any net such modifications as may be desired by Tenant, whether or not (i) Tenant failed to maintain the required insurance, (ii) the loss is not covered by the insurance required to be maintained by Tenant under this Master Lease or (iii) the proceeds payable with respect of any such policies are insufficient to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the fully repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirementsrestore such damage. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have receive or be entitled to any right under this Leaseabatement of Rent, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion even if the Premises are rendered untenantable as a result of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction If a material casualty occurs during the last six twelve (612) months of the Initial Renewal Term only, and City as Subtenant has agreed to terminate its Sublease, Tenant may terminate this Master Lease so long as it provides Landlord with funds sufficient to satisfy in full any outstanding principal balance and all interest, fees and charges due under any bonds or applicable Renewal Term, any mortgage loan encumbering the Premises (the “Make Whole Payment”) prior to any effective termination date. Landlord will require Design Builder to repair and replace any damage to the extent of fifty percent (50%) Premises by fire or more of other casualty prior to the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the FacilityDelivery Date.

Damage by Fire or Other Casualty. If the Leased Premises shall be damaged by fire or other casualty resulting from any fault, negligence, or willful act of tenant, its agents, employees or invitees, such damage shall be repaired by and at the expense of Tenant under the direction and supervision of Landlord and rent shall continue without abatement. If in the last year of a Term or any Extension, if applicable, improvements on the Leased Premises should be so badly damaged by fire or other casualty as to make the Leased Premises untenantable, then, Landlord or Tenant shall promptly notify Landlord of any damage or destruction of any portion of have the Premises and diligently repair or reconstruct the Premises option to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect terminate this Lease by written notice delivered to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord other party within thirty (30) days after following the occurrence event of such damage or destruction, elect in which event neither party hereto shall thereafter have any further future obligations hereunder. In any other event, unless mutually agreed to pay to Landlord any available insurance proceedsthe contrary, including, without limitation, business interruption insurance proceeds described this Lease shall continue in Section 5.7force and effect, in which event this Lease Landlord shall terminate; provided, however, that if promptly and diligently repair and restore the available insurance proceeds are insufficient to cover the cost damaged or destroyed portions of the Leased Premises to substantially the same condition existing prior to such damage or destruction. Should Landlord fail to substantially complete repair or reconstruction rebuilding of the Facilitysuch improvements within 180 days of such damage, Tenant shall remain obligated have the right to pay terminate this Lease by notice to Landlord within 30 days after such 180 days period. For the additional cost period beginning on the date that the Leased Premises were rendered untenantable to repair or reconstruct the Facilitydate of restoration of the Leased Premises to substantially the same condition existing prior to such damage, the Monthly Rent payable hereunder shall be proportionately abated.

Damage by Fire or Other Casualty. Tenant If the Leased Premises shall promptly notify be -------------------------------- damaged by fire or other casualty during the term but are not thereby rendered untenable in whole or part, Landlord of any shall promptly, at its expense, cause such damage to be repaired, and rent shall not be abated. If the Leased Premises or destruction of any a substantial portion of the Building is damaged by fire or other casualty during the Term, Landlord may, at its sole option, either (i) restore the Leased Premises and diligently repair or reconstruct with reasonable dispatch to substantially the Premises to a like or better same condition than existed they were in prior to such damage damage, or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and(ii) terminate this Lease provided, however, if an Event of Default has the Leased Premises cannot occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord restored within thirty (30) days of the loss, Tenant may terminate this Lease. If Landlord elects to restore the Leased Premises, Landlord shall have no liability to restore any improvements as may have been made to the Leased Premises, after the occurrence date of this Lease, nor to restore any of Tenant's fixtures, decorations, equipment, furniture, or inventory. Landlord's responsibility shall be to return the Leased Premises and Building to at least such condition as existed at the commencement of this Lease. If the Leased Premises are rendered untenable in whole or in part as a result of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event and this Lease is not terminated, the Minimum Rent and Additional Rent payable shall terminate; providedbe equitably and proportionately abated (according to loss of use) during the period intervening between the date of such damage and the date the Leased Premises are restored. If Landlord or Tenant elects to terminate this Lease, however, that if the available insurance proceeds are insufficient to cover the cost all rent payable shall be abated as of the repair or reconstruction date of the Facility, such damage and Tenant shall remain obligated to pay remove all of its property from the additional cost to repair or reconstruct Leased Premises within thirty (30) days of termination, provided Tenant is not in default at the Facilitytime.

Damage by Fire or Other Casualty. Tenant shall promptly notify Landlord In the event of any damage or destruction of any portion of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect caused to the casualty shall be paid directly to Landlord andleased premises by fire or other casualty, if an Event capable of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficientaccomplishment, Tenant shall provide give immediate written notice to Lessor, or if not capable of accomplishment, as soon thereafter as is reasonable under the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenantcircumstances. Except as otherwise specifically set forth in this Section 17If Tenant does not so notify Lessor, Tenant shall not be liable for all consequential damages directly or indirectly resulting from its failure to so notify Lessor, in addition to every other right and remedy which Lessor may have any right under pursuant to this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce at law or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualtyin equity. In the event any such damage the leased premises shall be damaged by fire or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, other casualty to the extent of fifty percent (50%) or more less of the cost of replacement value of the Facilityleased premises, Tenant mayand such damage is covered by Lessor's insurance, and can be repaired within one hundred eighty (180) days after the date of the happening of the event causing the damage, Lessor shall cause the damage to be repaired, at Tenant’s option its expense; provided, however, in the event such damage occurs during the last two (2) years of the term of this Lease, Lessor shall have no obligation to cause the damage to be evidenced repaired. In the event the leased premises shall be damaged by fire or other casualty, and such fire or other casualty shall not be covered by Lessor's insurance, or the leased premises shall be damaged to the extent of more than fifty percent (50%) of the cost of replacement of the leased premises, or cannot be repaired within one hundred eighty (180) days after the date of the happening of the event causing the damage but can be repaired within two hundred seventy (270) days after the date of the happening of the event causing the damage, then in any of such events, Lessor may elect either to repair or rebuild the leased premises or to cancel this Lease, either of such elections to be made by the giving of written notice to such effect by Lessor to Tenant within sixty (60) days after the date of the happening of the event causing the damage. In the event Lessor gives Tenant written notice of its intention to repair or rebuild, then this Lease shall remain in writing given force and effect. In the event Lessor does not give Tenant written notice of its intention to Landlord repair or rebuild or cancel this Lease within said sixty (60) days, this Lease may be cancelled at the option of either Lessor or Tenant by written notice by either party to the other within thirty (30) days after the occurrence expiration of Lessor's sixty (60) days' notice period. Cancellation, if appropriately elected, shall be effective as of the date when the damage occurred. In the event fifty percent (50%) or more of the building(s) constituting the Center of which the leased premises are a part shall be damaged by fire or other casualty, regardless of whether or not the leased premises are affected, and such fire or other casualty shall not be covered by Lessor's insurance, or such damage cannot be repaired within one hundred eighty (180) days after the date of the happening of the event causing the damage, then in any of such damage events, Lessor may elect either to repair or destructionrebuild said building or to cancel this Lease, elect either of such elections to pay be made by the giving of written notice to Landlord any available insurance proceedssuch effect by Lessor to Tenant within ninety (90) days after the date of the happening of the event causing the damage. In the event Lessor shall give written notice to Tenant of its election either to repair or rebuild, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event then this Lease shall terminate; providedremain in force and effect. In the event Lessor does not give written notice to Tenant of its election either to repair or to rebuild or to terminate this Lease within said ninety (90) days, howeverthis Lease may be cancelled at the option of either Lessor or Tenant by written notice by either party to the other within thirty (30) days after the expiration of Lessor's ninety (90) days' notice period. Cancellation, that if the available insurance proceeds are insufficient to cover the cost appropriately elected, shall be effective as of the date when the damage occurred. As promptly as is practicable after such fire or other casualty and during any period of repair or reconstruction of the Facilityleased premises, Tenant shall remain obligated continue the operation of its business within the leased premises to pay the additional extent practicable. If the fire or other casualty, repairing or rebuilding shall render the leased premises untenantable, in whole or in part, a proportionate abatement of the rent shall be allowed from the date of the happening of the event causing the damage until the date Lessor completes the repairs or rebuilding, or, in the event of cancellation, until the effective date of such cancellation, said proportionate abatement to be computed on the basis of the relation which the square foot area of the space in the leased premises rendered untenantable bears to the total square foot area of the leased premises. Nothing in this paragraph shall be construed to permit the abatement, in whole or in part, or the other charges provided for in this Lease. In the event Lessor is obligated, or exercises its election to repair, restore or replace the improvements, it shall proceed with due diligence, and at its sole cost and expense, to repair make such repairs, restoration or reconstruct replacement in such manner as to approximate original condition, reasonable wear and tear excepted, excluding therefrom improvements or betterments to the Facilitylease premises constructed or installed by Tenant or at Tenant's direction. In determining "due diligence," consideration shall be given to fire and other casualties, governmental restrictions and regulations, strikes, lock-outs, construction delays beyond the control of Lessor, and acts of God. In no event shall Lessor be required to repair, restore or replace the items hereinafter set forth to be repaired, restored, or replaced by Tenant. In the event Lessor is required or elects to repair, restore, or replace the improvements, Tenant shall proceed with due diligence, at Tenant's sole cost and expense, to repair, restore or replace improvements or betterments to the leased premises constructed or installed by Tenant or at Tenant's direction, its stock-in-trade, fixtures, furniture, furnishings, equipment, other personal property and signs. Lessor shall not be responsible for, nor liable to, Tenant for any damages whatsoever caused by any damage or destruction to the leased premises, nor for any delay in repairing, restoring or replacing, nor for inability to repair, restore, or replace, nor for any other cause whatsoever beyond Lessor's control. All property of Tenant and all property kept, stored or maintained in or upon the leased premises, adjacent sidewalks, loading areas or other common areas shall be at the sole risk of Tenant.

Damage by Fire or Other Casualty. If the Premises or Common Areas shall be damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord of any Landlord, and Landlord, subject to the conditions set forth in this Section, shall repair such damage or destruction of any portion of and restore the Premises and diligently repair or reconstruct Common Areas to substantially the Premises to a like or better same condition than existed in which they were immediately prior to such damage or destruction destruction, but not including the repair, restoration or replacement of the fixtures, equipment, or Alterations installed by or on behalf of Tenant. Landlord shall notify Tenant, within 30 days after the date of the casualty, if Landlord anticipates that the restoration will take more than 160 days from the date of the casualty to complete; in accordance with Section 8.4. Any net insurance proceeds payable with respect such event, either Landlord or Tenant (unless the damage was caused by Tenant) may terminate this Lease effective as of the date of casualty by giving notice to the other within 10 days after Landlord’s notice. If a casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for occurs during the repair or reconstruction last 12 months of the Premises pursuant Term, Landlord may terminate this Lease unless Tenant has the right to Landlord’s disbursement requirementsextend the Term for at least 3 more years and does so within 30 days after the date of the casualty. If such proceeds are insufficientMoreover, Tenant shall provide Landlord may terminate this Lease if the loss is not covered by the insurance required additional funds; if they are more than sufficient, the surplus shall belong and to be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right maintained by Landlord under this Lease. Tenant will receive an abatement of Minimum Annual Rent and Annual Operating Expenses to the extent the Premises are rendered untenantable as a result of the casualty. Landlord shall use reasonable efforts to perform such repairs so as to minimize the interference with Tenant’s use and occupancy of the Premises. Notwithstanding anything to the contrary contained in this Lease, if Landlord shall fail, either to complete the restoration and repair of the Premises, or to restore the same to their condition immediately prior to the fire or other casualty, within 160 days from the date of occurrence of the fire or casualty, then, in either such event, Tenant may terminate this lease by 10 days’ prior written notice to Landlord given no later than 30 days after the expiration of the aforesaid 160-day period, and hereby waives all rights under applicable law, prior to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion completion of the Premises by reason restoration and repair of an insured or uninsured casualtythe Premises. In the event of a termination of this Lease in accordance with the provisions of this Section, Landlord shall refund to Tenant any such damage or destruction occurs during the last six (6) months of the Initial Term or applicable Renewal Term, Rent paid for any time subsequent to the extent effective date of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitytermination.

Damage by Fire or Other Casualty. Following the date of any damage or destruction and during any period of repair or reconstruction, unless the damage or destruction is caused by any act, omission or negligence of Tenant or any Invitees of Tenant, all Aggregate Rent shall equitably xxxxx from the date of such damage until the date that Tenant is permitted to reoccupy the Premises. Tenant shall promptly immediately notify Landlord of any damage or destruction of any portion of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for Premises. In the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent event that (A) by reason of any damage or destruction, in Tenant’s reasonable discretion, the Premises are rendered unusable for the Use of Premises, (B) the Premises are damaged as a result of a casualty or event which is not adequately covered by Landlord’s fire insurance, in an amount more than the aggregate sum of Minimum Rent for the Calendar Year in which the damage or destruction of any portion occurs, (C) the Premises is [***], Premier Exhibitions, Inc. – 9/12/11 damaged in whole or in part during the last twelve (12) months of the Lease Term or any extension or renewal thereof, (D) the Premises is damaged to the extent that the Restoration Cost equals or exceeds thirty percent (30%) of the monetary value of such building at the time of such damage, then, in any of such events, Landlord or Tenant may terminate this Lease by reason notice of an insured or uninsured casualtytermination delivered at any time after the occurrence of such damage, whereupon this Lease shall expire upon the date set forth in such notice, and Tenant shall vacate and surrender the Premises to Landlord on such date. In the event any such that neither Landlord nor Tenant elect to terminate this Lease pursuant to the foregoing, or that the damage or destruction occurs during does not meet the last six criteria of (6A) months – (D) above, Landlord shall promptly commence reconstruction of the Initial Term or applicable Renewal Term, Premises. Landlord and Tenant shall give written notice to the extent other of fifty percent such election within sixty (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (3060) days after the occurrence of such damage or destruction, . In the event that neither Landlord nor Tenant elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event terminate this Lease pursuant to the foregoing, or that the damage does not meet the criteria of (A) – (D) above, Landlord shall terminate; provided, however, that if the available insurance proceeds are insufficient to cover the cost of the repair or promptly commence reconstruction of the FacilityPremises. Notwithstanding anything to the contrary contained herein, Tenant shall remain obligated have the right to pay terminate this Lease with thirty (30) days’ prior written notice to Landlord if, in Tenant’s reasonable judgment, the additional cost to repair or reconstruct portion of the FacilityPremises remaining cannot be reasonably utilized for the Use of Premises.

Damage by Fire or Other Casualty. Tenant If the Building shall promptly notify be damaged or destroyed by fire or other casualty to the extent of more than eighty percent (80%), then each party shall have the right to terminate this Lease. If this Lease is not terminated, Landlord of any damage or destruction of any portion of shall, with all due diligence, repair and reconstruct the Premises and diligently repair or reconstruct the Premises Building to a like or better the condition than which existed prior to such damage or destruction in accordance with Section 8.4destruction. Any net insurance proceeds payable with respect If damage to the casualty Building is less than eighty percent (80%) Landlord shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for rebuild or repair the repair or reconstruction Building and any other improvements damaged as a result of the Premises pursuant casualty. Landlord shall commence any repairs and replacements promptly, but in no event more than sixty (60) days after the casualty event, and shall diligently pursue such repairs and replacements to Landlord’s disbursement requirementscompletion. If such proceeds are insufficientrebuilding or repairs cannot be completed within 240 days from the date of the casualty as reasonably determined by Landlord's contractor, then Tenant shall provide have the required additional funds; if they are more than sufficient, the surplus shall belong option to terminate this Lease upon written notice to Landlord within sixty (60) days after Tenant's receipt of any such determination and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, sixty (60) days from the date of said notice to xxxxx, reduce or offset vacate the Premises. Tenant shall be allowed an abatement of rent by reason from the date of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualty. In the event any such damage or destruction occurs during destruction: (i) up until the last six date Tenant actually vacates the Premises, if the Premises are not repaired and reconstructed, or (6ii) months of the Initial Term or applicable Renewal Term, to the extent of fifty percent (50%) or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within until thirty (30) days after the occurrence of such damage or destructionLandlord delivers the Premises to Tenant and Tenant accepts the Premises as being in the condition as set forth in Exhibit C and C-l, elect to pay to Landlord any available insurance proceeds, including, without limitation, business interruption insurance proceeds described in Section 5.7, in which event this Lease shall terminate; provided, however, that if the available insurance proceeds Premises are insufficient to cover be repaired and reconstructed under the cost terms of the repair or reconstruction of the Facility, Tenant shall remain obligated to pay the additional cost to repair or reconstruct the Facilitythis Lease.

Damage by Fire or Other Casualty. If the Premises or the Building (including machinery and equipment used in its operation) shall be destroyed or damaged by fire or other casualty and if the Premises or Building may be repaired and restored within one hundred twenty (120) days (plus such additional time during which Landlord may be prevented or delayed from completing the repairs for causes beyond its reasonable control and for insurance adjustments) after such damage then Landlord shall have the option by notifying Tenant to: (a) repair and restore the same with reasonable promptness; or (b) elect to demolish the Building, or cease its operation, in which event this Lease shall promptly notify Landlord of any damage or destruction of any portion automatically be canceled and terminated as of the Premises and diligently repair or reconstruct the Premises to a like or better condition than existed prior to date of such damage or destruction in accordance with Section 8.4. Any net insurance proceeds payable with respect to the casualty shall be paid directly to Landlord and, if an Event of Default has not occurred hereunder, used for the repair or reconstruction of the Premises pursuant to Landlord’s disbursement requirements. If such proceeds are insufficient, Tenant shall provide the required additional funds; if they are more than sufficient, the surplus shall belong and be paid to Tenant. Except as otherwise specifically set forth in this Section 17, Tenant shall not have any right under this Lease, and hereby waives all rights under applicable law, to xxxxx, reduce or offset rent by reason of any damage or destruction of any portion of the Premises by reason of an insured or uninsured casualtydamage. In the event any such damage not caused by the act or destruction occurs neglect of Tenant, its agents, servants, employees, guests, licensees or invitees renders the Premises untenantable and if this Lease shall not be canceled and terminated by reason on such damage, then rent shall xxxxx during the last six (6) months period beginning with the date of such fire or other casualty and ending with the date when Landlord's work in the Premises is substantially completed, such abatement to be in an amount bearing the same ratio to the total amount of rent for such period as the untenantable portion of the Initial Term or applicable Renewal Term, Premises bears to the extent entire Premises. Landlord's work shall not include the repair, replacement or restoration of fifty percent (50%) Tenant's fixtures or more of the replacement value of the Facility, Tenant may, at Tenant’s option to be evidenced by notice in writing given to Landlord within thirty (30) days after the occurrence of such damage or destruction, elect to pay to Landlord any available insurance proceedstenant improvements, including, without limitationbut not limited to, business interruption insurance proceeds described special wall and floor coverings, special lighting fixtures, built-in Section 5.7cabinets and bookshelves. If such damage renders the Premises or the Building untenantable, in whole or in part, and if, in Landlord's judgment, such damage cannot reasonably be repaired and restored within one hundred twenty (120) days (plus such additional time during which event Landlord may be prevented from completing the repairs for causes beyond its reasonable control), either party shall have the right to cancel and terminate this Lease shall terminate; as of the date of such damage, provided, however, that Tenant may not elect to terminate this Lease if such damage was caused by the available insurance proceeds are insufficient act or neglect of Tenant, its agents, servants, employees, guests, licensees or invitees. Any right to cover terminate or any other option provided for any party in this Paragraph 12 must be exercised by written notice to the cost of the repair or reconstruction of the Facility, Tenant other party served within one hundred thirty (130) days after such damage shall remain obligated to pay the additional cost to repair or reconstruct the Facilityhave occurred.