AFFIRMATIVE ACTIONS THAT LANDLORD
MUST TAKE IN CONNECTION WITH THE RESTORATION AND THE TIME PERIODS WITHIN WHICH
LANDLORD MUST TAKE THOSE ACTIONS IN ORDER FOR TENANT TO COMPLETE THE RESTORATION
WITHIN THE ESTIMATED REPAIR PERIOD.
IN THE EVENT THAT FIFTY PERCENT (50%) OR
MORE OF THE PREMISES (I.E., 76,500 SQUARE FEET OR MORE) IS DAMAGED BY FIRE OR
OTHER CASUALTY, AND THE ESTIMATED REPAIR PERIOD IS IN EXCESS OF TWELVE (12)
MONTHS, TENANT MAY ELECT TO TERMINATE THIS LEASE BY THE DELIVERY OF NOTICE TO
LANDLORD WITHIN FORTY-FIVE (45) DAYS AFTER TENANT'S ISSUANCE OF TENANT'S
CASUALTY NOTICE.
IF TENANT SO TERMINATES THIS LEASE, THEN (I) ALL PROCEEDS OF
INSURANCE PAID OR PAYABLE WITH RESPECT TO THE FIRE OR OTHER CASUALTY (OTHER THAN
WITH RESPECT TO TENANT'S PERSONAL PROPERTY) SHALL BE PAID TO LANDLORD AND (II)
TENANT SHALL PAY TO LANDLORD ALL PROCEEDS OF INSURANCE PREVIOUSLY PAID TO TENANT
IN RESPECT OF SUCH FIRE OR OTHER CASUALTY AND THE AMOUNT OF ANY DEDUCTIBLE IN
RESPECT OF SUCH INSURANCE, IF TENANT SELF-INSURES PURSUANT TO SECTION 11.5, AN
AMOUNT EQUAL TO THE ESTIMATED REPAIR COST.
11.1.2
IF TENANT DOES NOT ELECT TO TERMINATE THIS LEASE AS PROVIDED IN
SECTION 11.1.1, TENANT SHALL ASSUME RESPONSIBILITY FOR THE COMPLETION OF SUCH
REPAIRS, AND LANDLORD SHALL, AT THE COST AND EXPENSE OF TENANT, COOPERATE WITH
TENANT IN ALL REASONABLE RESPECTS IN CONNECTION WITH TENANT'S COMPLETION OF THE
NECESSARY WORK, AND WILL MAKE THE PROCEEDS RECEIVED BY LANDLORD UNDER THE TERMS
OF THE POLICY OF INSURANCE THAT TENANT MUST MAINTAIN IN ACCORDANCE WITH THE
TERMS OF SECTION 10.3.2 AVAILABLE TO TENANT FOR SUCH PURPOSE UPON SATISFACTION
OF REQUIREMENTS OF THE KIND TYPICALLY FOUND IN A CONSTRUCTION LOAN AGREEMENT
ENTERED INTO IN RESPECT OF THE CONSTRUCTION OF COMPARABLE BUILDINGS AND AS MAY
OTHERWISE BE REASONABLY REQUIRED BY ANY INTEREST HOLDER, INCLUDING, WITHOUT
LIMITATION, THE FOLLOWING:
(A) ALL INSURANCE PROCEEDS SHALL BE HELD IN AN
ESCROW OR RESERVE ACCOUNT BY EITHER LANDLORD OR ANY INTEREST HOLDER AND (B)
TENANT SHALL BE RESPONSIBLE TO FUND (BY DEPOSITING WITH LANDLORD OR SUCH
INTEREST HOLDER OR BY PAYMENT DIRECTLY TO CONTRACTORS OR MATERIAL SUPPLIERS),
PRIOR TO THE DISBURSEMENT OF ANY INSURANCE PROCEEDS TO TENANT OR ITS
CONTRACTORS, (I) THE AMOUNT OF THE DEDUCTIBLE UNDER THE POLICY TENANT IS
REQUIRED TO MAINTAIN UNDER SECTION 10.3.2, PLUS (II) THE AMOUNT, IF ANY, BY
WHICH THE ACTUAL REPAIR COST FOR THE PREMISES EXCEEDS THE SUM OF THE INSURANCE
PROCEEDS RECEIVED BY LANDLORD UNDER THE TERMS OF THE POLICY OF INSURANCE THAT
TENANT MUST MAINTAIN IN ACCORDANCE WITH THE TERMS OF SECTION 10.3.2.
30
Any excess insurance proceeds remaining after the reconstruction, restoration
and repair of the damaged portion of the Premises will be the property of and
will be paid to Tenant; provided that there does not then exist any Lease Event
of Default, and if there does exist any Lease Event of Default, Landlord may
retain such excess insurance proceeds and apply same toward the obligations of
Tenant under this Lease in such