EVENT SHALL (I) TENANT RECEIVE NOTICE OF AN
INCREASED AMOUNT OR NEW TYPE OF INSURANCE MORE THAN ONE (1) TIME IN ANY TWELVE
(12) MONTH PERIOD, AND (II) SUCH INCREASED COVERAGE BE IN EXCESS OF THAT
REQUIRED BY LANDLORDS OF COMPARABLE BUILDINGS FOR TENANTS LEASING
COMPARABLE-SIZED SPACE TO TENANT IN COMPARABLE BUILDINGS.
10.6
ASSIGNMENT OF INSURANCE PROCEEDS UPON TERMINATION OF LEASE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, IN THE EVENT
OF ANY TERMINATION OF THIS LEASE PURSUANT TO ARTICLES 11 OR 13 BELOW:
(I)
TENANT SHALL ASSIGN AND DELIVER TO LANDLORD (OR TO ANY PARTY DESIGNATED BY
LANDLORD) ALL INSURANCE PROCEEDS PAYABLE TO TENANT UNDER TENANT'S INSURANCE
REQUIRED UNDER SECTIONS 10.3.2(II) AND (III) OF THIS LEASE FOR THE UNAMORTIZED
VALUE OF THE TENANT IMPROVEMENT ALLOWANCE ("LANDLORD'S TI PROCEEDS"), WITH SUCH
AMORTIZATION TO BE CALCULATED ON A STRAIGHT-LINE BASIS THROUGHOUT THE INITIAL
LEASE TERM; AND (II) THE REMAINDER OF ANY INSURANCE PROCEEDS RECEIVED BY TENANT
UNDER SECTIONS 10.3.2(II) AND (III) SHALL BE RETAINED BY TENANT.
ARTICLE 11
DAMAGE AND DESTRUCTION
11.1
REPAIR OF DAMAGE TO PREMISES BY LANDLORD.
11.1.1
TO THE EXTENT LANDLORD DOES NOT HAVE ACTUAL KNOWLEDGE OF SAME,
TENANT SHALL PROMPTLY NOTIFY LANDLORD AFTER TENANT BECOMES AWARE OF ANY DAMAGE
TO THE PREMISES RESULTING FROM FIRE OR ANY OTHER CASUALTY.
IF THE PREMISES, THE
BUILDING OR ANY COMMON AREAS OF THE BUILDING OR REAL PROPERTY SERVING OR
PROVIDING ACCESS TO THE PREMISES SHALL BE DAMAGED BY FIRE OR OTHER CASUALTY,
LANDLORD SHALL PROMPTLY AND DILIGENTLY, SUBJECT TO REASONABLE DELAYS FOR
INSURANCE ADJUSTMENT OR OTHER MATTERS BEYOND LANDLORD'S REASONABLE CONTROL, AND
SUBJECT TO ALL OTHER TERMS OF THIS ARTICLE 11, RESTORE THE BASE, SHELL, AND CORE
OF THE PREMISES AND SUCH COMMON AREAS.
SUCH RESTORATION SHALL BE TO
SUBSTANTIALLY THE SAME CONDITION OF THE BASE, SHELL, AND CORE OF THE PREMISES
AND COMMON AREAS PRIOR TO THE CASUALTY, EXCEPT FOR MODIFICATIONS REQUIRED BY
ZONING AND BUILDING CODES AND OTHER LAWS, OR ANY OTHER MODIFICATIONS TO THE
COMMON AREAS DEEMED REASONABLY DESIRABLE BY LANDLORD PROVIDED ACCESS TO THE
PREMISES, THE BUILDING H PARKING FACILITIES AND ANY COMMON RESTROOMS SERVING THE
PREMISES SHALL NOT BE MATERIALLY IMPAIRED THEREBY AND SUCH MODIFICATIONS DO NOT
MODIFY THE CHARACTER OF THE BUILDING AS A FIRST-CLASS OFFICE BUILDING.
11.1.2
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, UPON THE
OCCURRENCE OF ANY DAMAGE TO THE PREMISES, WITHIN TEN (10) DAYS AFTER NOTICE (THE
"LANDLORD REPAIR NOTICE") TO TENANT FROM LANDLORD, IF THIS LEASE IS NOT
TERMINATED, TENANT SHALL ASSIGN TO LANDLORD (OR TO ANY PARTY DESIGNATED BY
LANDLORD) FOR THE PURPOSE OF RE-CONSTRUCTING SUCH DAMAGED PORTION(S) OF THE
PREMISES AND SHALL PUT INTO A THIRD PARTY ESCROW ACCOUNT REASONABLY ACCEPTABLE
TO LANDLORD (WHICH ESCROW SHALL BE JOINTLY PAID FOR BY LANDLORD AND TENANT) FOR
DISTRIBUTION TO LANDLORD (OR TO ANY PARTY DESIGNATED BY LANDLORD) ON A PROGRESS
PAYMENT BASIS UPON RECEIPT OF THE APPROPRIATE CONDITIONAL AND/OR UNCONDITIONAL
LIEN RELEASES, ALL INSURANCE PROCEEDS PAYABLE TO TENANT UNDER TENANT'S INSURANCE
REQUIRED UNDER SECTIONS 10.3.2 (II) AND