OR ANY OTHER MODIFICATIONS TO THE COMMON AREAS DEEMED
DESIRABLE BY LANDLORD, WHICH ARE CONSISTENT WITH THE CHARACTER OF THE PROJECT,
PROVIDED THAT ACCESS TO THE PREMISES AND ANY COMMON RESTROOMS SERVING THE
PREMISES SHALL NOT BE MATERIALLY IMPAIRED.
UPON THE OCCURRENCE OF ANY DAMAGE TO
THE PREMISES, LANDLORD SHALL, AT ITS SOLE COST AND EXPENSE (PROVIDED THAT TENANT
SHALL ASSIGN TO LANDLORD ALL PROCEED OF TENANT'S INSURANCE RELATING TO THE
ORIGINAL IMPROVEMENTS AND ALTERATIONS), REPAIR ANY INJURY OR DAMAGE TO THE
ORIGINAL IMPROVEMENTS AND ALTERATIONS INSTALLED IN THE PREMISES AND SHALL RETURN
SUCH ORIGINAL IMPROVEMENTS AND ALTERATIONS TO THEIR ORIGINAL CONDITION;
PROVIDED, HOWEVER THAT (I) TENANT SHALL BE RESPONSIBLE FOR PAYING FOR ANY
SHORTFALL IN INSURANCE PROCEEDS NECESSARY TO REBUILD THE ORIGINAL IMPROVEMENTS
AND ALTERATIONS TO THE CONDITION REQUIRED BY THIS SECTION 11.1 (EXCEPT TO THE
EXTENT THAT LANDLORD'S INSURANCE COVERS ANY PORTION OF THE ORIGINAL IMPROVEMENTS
AND ALTERATIONS, IN WHICH CASE LANDLORD SHALL USE SUCH PROCEEDS FOR THE
RESTORATION OF THE ORIGINAL IMPROVEMENTS AND ALTERATIONS); (II) LANDLORD SHALL
IN NO EVENT BE REQUIRED TO SPEND MORE THAN THE AMOUNT OF INSURANCE PROCEEDS
RECEIVED BY LANDLORD PLUS ANY FUNDS PAID BY TENANT TO RESTORE THE ORIGINAL
IMPROVEMENTS AND ALTERATIONS; AND (III) LANDLORD SHALL HAVE NO RESPONSIBILITY
WITH RESPECT TO TENANT'S PERSONAL PROPERTY, FURNITURE, FIXTURES OR EQUIPMENT,
ALL OF WHICH SHALL BE RESTORED BY TENANT.
PRIOR TO THE COMMENCEMENT OF
CONSTRUCTION, LANDLORD SHALL SUBMIT TO TENANT, FOR TENANT'S REVIEW AND APPROVAL,
ALL PLANS, SPECIFICATIONS AND WORKING DRAWINGS RELATING THERETO, AND TENANT
SHALL REASONABLY APPROVE THE CONTRACTORS TO PERFORM SUCH IMPROVEMENT WORK.
IF
SUCH FIRE OR OTHER CASUALTY SHALL HAVE DAMAGED THE PREMISES OR COMMON AREAS
RENDERING THE PREMISES UNFIT FOR OCCUPANCY FOR THE PERMITTED USE, LANDLORD SHALL
ALLOW TENANT A PROPORTIONATE ABATEMENT OF RENT, DURING THE TIME AND TO THE
EXTENT THE PREMISES ARE UNFIT FOR OCCUPANCY FOR THE PURPOSES PERMITTED UNDER
THIS LEASE, AND NOT OCCUPIED FOR THE CONDUCT OF BUSINESS BY TENANT AS A RESULT
THEREOF.
TENANT'S RIGHT TO RENT ABATEMENT PURSUANT TO THE PRECEDING SENTENCE
SHALL CONTINUE UNTIL THE RESTORATION OF THE BASE BUILDING, THE TENANT
IMPROVEMENTS AND THE COMMON AREAS HAVE BEEN SUBSTANTIALLY COMPLETED AND A
CERTIFICATE OF OCCUPANCY HAS BEEN ISSUED.
LANDLORD SHALL BE ENTITLED TO RECEIVE
A SUPERVISION FEE CALCULATED IN THE SAME MANNER AS THE "LANDLORD SUPERVISION
FEE" (AS DEFINED IN SECTION 4.3.2 OF THE TENANT WORK LETTER) IN CONNECTION WITH
ANY RECONSTRUCTION BY LANDLORD.
11.2
LANDLORD'S OPTION TO REPAIR.
NOTWITHSTANDING THE
TERMS OF SECTION 11.1 OF THIS LEASE, LANDLORD MAY ELECT NOT TO REBUILD AND/OR
RESTORE THE PREMISES, BUILDING AND/OR PROJECT, AND INSTEAD TERMINATE THIS LEASE,
BY NOTIFYING TENANT IN WRITING OF SUCH TERMINATION WITHIN SIXTY (60) DAYS AFTER
THE DATE OF DISCOVERY OF THE DAMAGE, SUCH NOTICE TO INCLUDE A TERMINATION DATE
GIVING TENANT ONE HUNDRED TWENTY (120) DAYS TO VACATE THE PREMISES, BUT LANDLORD
MAY SO ELECT ONLY IF THE BUILDING SHALL BE DAMAGED BY FIRE OR OTHER CASUALTY OR
CAUSE, AND ONE OR MORE OF THE FOLLOWING CONDITIONS IS