ASTON VIEWS CORPORATE CENTER OFFICE BUILDING LEASE

 

 

ASTON VIEWS CORPORATE CENTER

OFFICE BUILDING LEASE

BETWEEN

ASTON VIEWS, LLC

a California limited liability company

(Landlord)

and

CONVERA CORPORATION

a Delaware  Corporation

(Tenant)

 

 

ASTON VIEWS CORPORATE CENTER

OFFICE BUILDING LEASE

Basic Lease Provisions

The following constitutes a summary of the Basic Lease Provisions set forth in the Aston Views Corporate Center Office Building Lease ("Lease") between the parties and regarding the Premises specified below. The Basic Lease Provisions are an integral part of this Lease and each reference in this Lease to any of the Basic Lease Provisions shall be construed to incorporate all of the terms provided under each such Basic Lease Provisions. In the event of any conflict between any Basic Lease Provisions and the balance of the Lease, the latter shall control.

A.           TeOffice Lease (1808 Aston Avenue, Carlsbad, California) commencing November 1, 2001

 

 

15.             SIGNS :                                Tenant shall have the right to a building sign in a “top tier” location on an exterior wall of the

 

 

16.             EXHIBITS AND ADDENDA :                                                                Exhibits A through F and Addendum to Lease are attached to this Lease and incorporated herein by reference.

 

 

TABLE OF CONTENTS

 

 

 

ASTON VIEWS CORPORATE CENTER

OFFICE BUILDING LEASE

This Lease is made and entered into at Carlsbad, California, on the 3rd day of July, 2001 between Aston Views, LLC, a California limited liability company ("Landlord") and Convera Corporation, a Delaware Corporation ("Tenant") as follows:

1.             PREMISES AND COMMON AREAS .

1.1             Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, for the term, at the rental, and upon all of the terms, covenants and conditions set forth herein, those certain premises ("Premises"), described in the Basic Lease Provisions and depicted on the floor plan attached hereto as Exhibit "A," located at 1808 Aston Avenue, Carlsbad, California, including parking facilities, landscaping and appurtenances ("Building"). The Premises, the Building, the other buildings in the development, the Common Areas (defined below) and the land upon which the same are located are included within the development commonly described as Aston Views Corporate Center ("Project").    The actual amount of rentable square footage in the Premises to be confirmed by an Architect at Landlord’s cost using appropriate standards of measurement.

1.2             Common Areas . All areas of the Buildings and the real property in the Project that are provided and designated by the Landlord from time to time for the general, nonexclusive use of Landlord, tenants of the Building and the Project and their respective agents, employees, suppliers, shippers, customers and invitees, including, without limiting the generality of the foregoing, entrances and exits, hallways, stairwells, elevators, restrooms, sidewalks, driveways, parking areas (subject to the right of Landlord or its licensee to control access thereto, and to charge for its use), landscaped areas, and other areas and improvements provided by Landlord for the common use of Landlord and tenants and their respective employees and invitees, shall be deemed "Common Areas." The Premises shall include the nonexclusive right to use the Common Areas in common with and subject to the right of other tenants in the Building and the Project, and subject to the rules and regulations established by Landlord.

1.3             Common Areas Rules and Regulations . Tenant agrees to abide by and conform to the Rules and Regulations attached hereto as Exhibit "B" with respect to the Project and Common Areas, and to cause its employees, suppliers, shippers, customers and invitees to so abide and conform. Landlord or such other person(s) as Landlord may appoint shall have exclusive control and management of the Common Areas and shall have the right, from time to time, to modify, amend and enforce said Rules and Regulations provided such modification does not adversely affect Tenant’s rights or obligations under the Lease . Landlord shall not be responsible to Tenant for the noncompliance with said Rules and Regulations by other tenants of the Project, their agents, employees and invitees.

1.4             Condition of Premises .

1.4.1           Landlord shall deliver the Premises to Tenant in a clean condition on the Lease Commencement Date (unless Tenant is already in possession) and Landlord warrants to Tenant that the plumbing, lighting, air conditioning, and heating system in the Premises shall be in good operating condition. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within   ninety (90) days after the Lease Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder, that the Premises are fully completed and are suitable for Tenant's Purposes, that the Building and every part of it, including the Premises, are in good and satisfactory condition.

1.4.2           Landlord warrants to Tenant that the Premises, in the state existing on the date that the Lease Term commences, but without regard to alterations or improvements made by Tenant or to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable law or ordinance in effect on the Lease Commencement Date, that would substantially and adversely affect the operation and profitability of Tenant's business conducted from the Premises. In the event that it is determined that this warranty has been violated, it shall be the obligation of Landlord, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, to promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within thirty (30) days after the Lease Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, shall result in the conclusive presumption that Landlord has complied with all of its obligations hereunder.

1.4.3           Except as otherwise provided in this Lease, Tenant hereby accepts the Premises and the Building Project in their condition existing as of the Lease Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Landlord nor Landlord's agent or agents have made any representation or warranty as to the present or future suitability of the Premises, Common Areas, or Building Project for the conduct of Tenant's business.

1.5             Changes to Common Areas. Landlord shall have the right, in Landlord's sole discretion, from time to time to: (a) make changes to the Building interior and exterior and Common Areas, including, without limitation, changes in the location, size, shape, number, and appearance thereof, including but not limited to the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, decorative walls, landscaped areas and walkways; provided, however, Landlord shall at all times (a) provide the parking facilities required by the Base Lease Provisions ; (b) close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) designate other land and improvements outside the boundaries of the Project to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Project; (d) add additional buildings and improvements to the Common Areas; (e) use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof, and (f) do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Landlord may, in the exercise of sound business judgment deem to be appropriate, and no such changes shall entitle Tenant to any abatement of rent.   Any actions taken by Landlord under this Section 1.5 shall not adversely affect Tenant’s rights or obligations under the Lease.

2.           TERM

2.1             Length of Term . The term of this Lease ("Term") shall be for the Term specified in the Basic Lease Provisions, plus any partial month following the commencement of the Term ("Commencement Date") if such date is other than the first day of a calendar month.

2.2             Commencement Date . The Commencement Date shall be the earliest of (a) the date on which Tenant takes possession of or commences business operations upon the Premises or any part thereof ("Lease Commencement Date"); or (b) the date on which Landlord's Work (as described in Section 14 below) is substantially completed ("Rental Commencement Date").   The Commencement Date of the Lease shall be thirty (30) days after the Premises are substantially complete.  Substantial Completion shall be evidenced when (a) final inspection is approved by the City of Carlsbad and Tenant is legally permitted to occupy the Premises for the conduct of its business; (b) all Building systems are in good working order to support the operation of the Premises; and (c) the Tenant Improvements are complete excepting industry-standard punch-list items.

2.2.1 Notwithstanding the Scheduled Commencement Date set forth in the Basic Lease Provisions, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case, Tenant shall not be obligated to pay rent or perform any other obligations of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is delivered to Tenant. If, however, Landlord shall not have delivered possession of the Premises within sixty (60) days following said Scheduled Commencement Date for any reason, other than Tenants Delays as defined in the Work Letter attached hereto as Exhibit "D" and delays beyond the reasonable control of Landlord, Tenant may, at Tenant's option, by notice in writing to Landlord within ten (10) days thereafter, advise Landlord of Tenant's intent to cancel this Lease. Within ten (10) days after its receipt of such notice, Landlord shall submit to Tenant a statement of all costs and expenses incurred or irrevocably committed by Landlord for non-standard improvements to the Premises up to the date of Landlord's receipt of Tenant's notice of intent to cancel. This Lease shall thereafter be cancelled, and the parties shall be discharged from all obligations hereunder, if and only if Tenant reimburses Landlord for all such costs and expenses as stated in Landlord's notice within ten (10) days after Tenant's receipt thereof, and Landlord shall thereupon return any money previously deposited by Tenant. If such written notice of intent to cancel by Tenant is not timely received by Landlord, or Tenant's reimbursement for such costs and expenses is not timely received by Landlord, as aforesaid, then in either such event Tenant's right to cancel this Lease hereunder shall terminate and be of no further force or effect.

2.2.2 Possession of the premises shall be deemed delivered to Tenant when (1) the improvements to be provided by Landlord under this Lease are substantially completed, (2) the Building Utilities are ready for use in the Premises, and (3) Tenant has reasonable access to the Premises.

2.2.3 If Tenant occupies the Premises prior to said Commencement Date (other than to install and/or store furniture and equipment), such occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the termination date, and Tenant shall pay rent for such occupancy.

 

3.           RENT

3.1             Base Rent . Subject to adjustment as provided in this Lease, Tenant shall pay to Landlord for each full calendar month during the Term the Monthly Base Rent specified in the Basic Lease Provisions and other charges under this Lease. The Monthly Base Rent shall be payable in advance on the first day of each calendar month without any deduction or offset. The Monthly Base Rent for any fractional part of a calendar month at the beginning or end of the term shall be prorated based upon a 30-day month and 360-day year. Payment of Base Rent shall be made to Landlord at its address stated herein or to such other persons or at such other addresses as Landlord may from time to time designate in writing to Tenant.

3.2           Annual Increase to Base Rent.

3.2.1             Cost of Living Adjustment. The Monthly Base Rent shall be adjusted on each annual anniversary of the Commencement Date to reflect increases, if any, in the cost of living. The adjustment, shall be calculated by reference to the Consumer Price Index of the Bureau of Labor Statistics of the Department of Labor for All Urban Consumers, All Items, for the Los Angeles-Anaheim-Riverside Metropolitan Area (herein referred to as "CPI"). On each such adjustment date, the Monthly Base Rent shall be increased to an amount computed by multiplying the initial Monthly Base Rent by a fraction, the numerator of which is the CPI most recently available and published prior to the anniversary of the Commencement Date for which the annual adjustment is being made. and the denominator of which is the CPI most recently available and published as of the Commencement Date. Notwithstanding the foregoing, in no event shall the Monthly Base Rent be decreased from the previous year’s Monthly Base Rent on any such adjustment date.

3.2.1.2                    If the Bureau of Labor Statistics discontinues publication of the CPI, or publishes it less frequently, or alters it in some other manner, then Landlord shall adopt a substitute CPI that reasonably monitors and reflects changes in consumer prices.

3.2.1.3                    Tenant shall continue to pay the rent at the rate previously in effect until the increase, if any, is determined. Within five (5) days following the date on which the increase is determined, Tenant shall make such payment to Landlord as will bring the increased rental current, commencing with the effective date of such increase through the date of any rental installments then due. Thereafter, the rental shall be paid at the increased rate.

3.2.2            Percentage Adjustment . The Monthly Base Rent shall be increased on each annual anniversary of the Rent Commencement Date by the percentage set forth in Item 5(b)(ii) of the Basic Lease Provisions.

3.2.3             Scheduled Increase . The Monthly Base Rent shall be increased according to the schedule set forth in Item 5(b)(iii) of the Basic Lease Provisions.

3.3             Additional Rent .

3.3.1           In addition to the Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent the amount by which Tenant's share of Operating Expenses (defined below) for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as set forth in the Basic Lease Provisions. Tenant's share of Operating Expenses shall be an amount equal to the product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and Tenant's Expense Stop Base shall be prorated on a daily basis using a 30-day month and 360-day year to determine the amount of additional rent due to Landlord.

3.3.2           Landlord shall be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant that Landlord's estimate (or any revised estimate) of Operating Expenses would result in an obligation of Tenant to pay additional rent, then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of such estimated additional rent on the first day of each month in advance together with the Monthly Base Rent. If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for each month of such lease year which has already elapsed.

3.3.3           Landlord shall provide Tenant with an annual statement showing Tenant's share of the annual Operating Expenses over Tenants Expense Stop Base, if any, for the prior lease year, together with any proration. Landlord shall use all reasonable efforts to deliver the annual statement within one hundred twenty (120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such period shall not impair or constitute a waiver of Tenant's obligations to pay additional rent or cause Landlord to incur any obligation for damages. If the amount of the additional rent due for the lease year exceeds any amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay such excess to Landlord within thirty (30) days of receipt of Landlord's statement. If the amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease.

3.3.4           Tenant shall have a period of   sixty (60 ) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such   sixty (60) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of   ninety (90) days from the date of Tenant’s challenge in which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such   ninety (90) days of whether Tenant continues to challenge any of the items originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant, which certification shall be final and conclusive. The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant, Tenant shall pay the amount claimed by Landlord to be due as and when provided for herein, pending the resolution of Tenant's objection.

3.3.5           "Operating Expenses" of the Building mean any and all costs and expenses of ownership, operation, management, maintenance and repair of the Building, including the parking facilities and Common Areas. Operating Expenses include, but are not limited to, each of the following costs and expenses:

3.3.5.1                 All costs and expenses of utilities furnished to the Building and not separately metered to individual tenants, including. without limitation, all costs and expenses attributable to supply of electrical service, water and sewage service, natural gas, cable television or other electronic or microwave signal reception, telephone service or other communication, steam, heat, cooling, or any other service which is now or in the future a utility furnished to the Building.

3.3.5.2                 All real property taxes, which shall include (a) any form of tax or assessment, license fee, license tax, tax or excise on rent or any other levy, charge, expense or imposition made or required by any federal, state, county, city, district or other political subdivision on any interest of Landlord and/or Tenant in the Premises or the Building, including without limitation, the underlying real property and appurtenances; (b) any fee for services charged by any governmental agency or quasi-governmental agency for any services such as fire protection, street, sidewalk and road maintenance, refuse collection, school systems, or other services provided to property owners and residents within the general area of the Building; (c) any governmental impositions allocable to or measured by the area of the Premises or the amount of any rent payable under this Lease, including, without limitation, any tax on gross receipts or any excise tax or other charges levied by any federal, state, county, city, district or other governmental agency or political subdivision with respect to rent or upon or with respect to the operation, maintenance, alteration, repair, use or occupancy of the Premises or any portion thereof; (d) any impositions by any governmental agency on this Lease transaction or with respect to any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; and (e) any increase in any of the foregoing based upon construction of improvements at the Building or changes in ownership (as defined in the California Revenue and Taxation Code) of the Building. Real property taxes shall not include taxes on the Landlord's net income, state franchise taxes or any inheritance, estate or gift taxes.

3.3.5.3                 Operating costs and common facilities costs, which shall include all reasonable costs of managing, operating, maintaining and repairing the Building, including all Common Areas and facilities of the Building. Such costs shall include, without limitation, all expenses for insurance obtained by Landlord (including, without limitation, public liability, contractual liability, property damage, fire and extended coverage, sprinkler damage, theft, malicious mischief and vandalism, flood, rental interruption, boiler and machinery, earthquake, all risk coverage, and other coverages in such amounts as   a reasonably prudent Landlord would carry in connection with ownership and operation of a first class building in San Diego County, California, or such other insurance as may be required by any present or future lender of loans secured by the Building), labor and supplies, license, permit and inspection fees, all assessments and special assessments due to deed restrictions, declarations and/or owners associations which accrue against the Building, the cost of compensation (including employment taxes, similar governmental charges, and fringe benefits) with respect to all persons who perform duties in connection with landscaping, janitorial, painting, window washing and general cleaning services, security services and any other services related to the operation, maintenance or repair of the Building (as well as the cost of all supplies, materials, tools and equipment used in conjunction therewith), the fair market rental value of the Building management office, management fees (at an attributed fair market rate not to exceed 4% of gross rent if Landlord itself provides such management services), legal expenses, accounting expenses, and consultant's fees.

3.3.5.4                 If the Building is not at least 90% 95% occupied during all or a portion of any lease year including the base year for Tenant’s Expense Stop Base , then Landlord shall make an appropriate adjustment of the Operating Expenses for such lease year to determine what the Operating Expenses would have been for such year if the Building had been 95% occupied, and the amount so determined shall be deemed to be the amount of the Operating Expenses for such year.

3.3.5.5                 All costs and expenses for replacement of equipment or improvements that have a useful life of five (5) years or less, amortized on a straight line basis over such useful life.

3.3.5.6                 All costs and expenses for operation, management, maintenance and repair of the parking facilities.

3.3.5.7                 Appropriate reserves to provide for maintenance, repair and replacement of improvements in the Building, as determined by Landlord consistent with prudent accounting practices.

3.3.5.8                 Any other service to be provided by Landlord that is elsewhere in this Lease stated to be an "Operating Expense."

3.3.5. 9                  The costs of any capital improvements made to the Building for the purpose of reducing Operating Expenses or pursuant to the requirements of any governmental entity, such costs to be amortized over their useful life.

3.3.6           Operating Expenses shall not include the following costs and expenses:

3.3.6.1                 Depreciation of the Building.

3.3.6.2                 Payments of principal and interest on any loans secured by the Building.

3.3.6.6                 Commissions paid for leasing, construction permits and fees, or costs of alteration of the Building.

3.4             Tenant's Charges .                                           Charges for any services, goods or materials furnished by Landlord at Tenant's request, and charges for services, goods and materials furnished by Landlord as a result of extraordinary uses or demands by Tenant in excess of those typical of other tenants in the Building with general office usage, shall not be included in Operating Expenses but shall be payable by Tenant as additional rent within thirty (30) days after Landlord delivers a statement for such services, goods or materials to Tenant.

3.5             Late Charges . Tenant hereby acknowledges that late payment by Tenant to Landlord of the Monthly Base Rent, Tenant's share of Operating Expenses or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative, processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Project.  Accordingly, if any installment of the Monthly Base Rent, Operating Expenses, or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within ten (10) days after such amount shall be due, then, without any requirement for notice to Tenant,Tenant shall pay to Landlord a late charge equal to   five percent (5%) of such overdue amount. Landlord shall hereby grant Tenant one (1) free mistake in any twelve (12) month period whereby no late charge shall be assessed on the overdue amount.   The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

3.6             Interest on Past Due Obligations . Any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at the rate of ten percent (10%) per annum, or the maximum rate then allowable by law, whichever is lower, from the due date until paid, The payment of interest on such amounts shall not excuse or cure any default by Tenant under this Lease; provided, however, that interest shall not be payable on late charges to be paid by Tenant under this Lease.

3.7             Security Deposit . Tenant shall pay to Landlord, immediately upon execution of this Lease, the sum specified in the Basic Lease Provisions as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease.  Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. No trust relationship is created hereby with respect to such security deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to the Tenant (or at the Landlord's option, to the last assignee of Tenant's interests hereunder) within thirty (30) days upon expiration of the Term.

4.           USE

4.1             Permitted Uses . Tenant shall use and occupy the Premises during the Term of this Lease solely for and in accordance with the use specified in the Basic Lease Provisions and for no other use or uses without the prior written consent of Landlord, which consent can be granted or withheld in Landlord's absolute discretion. Tenant shall not use or permit the use of the Premises in a manner that creates waste or a nuisance, or that disturbs owners and/or occupants of, or causes damage to, neighboring premises or properties.

4.2             Prohibited Uses . Notwithstanding any other provision of this Lease, Tenant shall not use the Premises or any part thereof for the purpose of operating an executive, administrative or legal business center providing office space, administrative and support services to sublessees or other users occupying the Premises for general office purposes.

4.3             Changes in Use . No change in the restrictions on use of the Premises set forth in this Lease shall be permitted without the prior written consent of Landlord, which consent may be granted or withheld in the sole and absolute discretion of Landlord.

4.4             Compliance With Laws. Tenant shall comply with all laws, ordinances, rules and regulations pertaining to   Tenant’s use of the Premises or the Building. Tenant shall maintain the Premises in a clean, safe, sanitary and proper manner and shall pay for any damage to the Premises or to any other part of the Building caused by any negligence, willful act, misuse or abuse by Tenant or any of its agents, employees, licensees or invitees. Tenant shall conduct its business and occupy the Premises, shall not create any nuisance, interfere with, annoy or disturb any other tenant in the Building or Landlord in its management thereof, and shall not injure the reputation of the Building. Tenant agrees to abide by all reasonable rules and regulations established by Landlord from time to time with respect to the Building. A copy of the rules and regulations in existence on the date of this Lease is attached hereto as Exhibit "B," but Landlord reserves the right to amend the rules and regulations at any time by giving notice of amendment to Tenant, if Landlord determines such amendments to be to the best interests of the Building and its tenants and do not materially adversely affect Tenant’s rights or obligations under the Lease.

4.5             Insurance Use Requirements . Tenant shall neither use nor occupy the Premises in any manner, nor commit or omit any act, resulting in a cancellation or reduction of any insurance or increase in premiums on any insurance policy covering the Premises, or the property or Building. Tenant shall, at its expense, comply with all requirements of any insurer pertaining to the use of the Premises and reasonably necessary for maintenance of economic and proper fire, liability and other insurance desired to be carried by Landlord. Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charged for any insurance policy by reason of Tenant's failure to comply with the provisions of this Section.

5.           MAINTENANCE, REPAIR AND ALTERATION OF PREMISES

5.1             Maintenance and Repair . Landlord shall repair and maintain the structural and mechanical portions of the Building, including basic plumbing, heating, ventilating, air conditioning and electrical systems installed or furnished by Landlord, and Landlord shall keep all Common Areas in good, clean and sanitary order, and the costs thereof shall be includable as Operating Expenses; provided, however, that if maintenance and repairs are caused by the act, neglect, or omission of any duty by Tenant, its agents, servants, employees or contractors, then Tenant shall pay to Landlord, as additional rent, the reasonable cost of such maintenance and repairs (less insurance proceeds received by Landlord). Except as provided in Paragraph 8.5, there shall be no abatement of rent or liability to Tenant on account of any injury or interference with Tenant's business with respect to any improvements, alterations or repairs made by Landlord to the Project or any part thereof. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford to Tenant a right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good order, condition and repair. Notwithstanding Landlord's obligation to the keep the   Building in good condition and repair, for that portion of the cost of any maintenance and repair of the   Building or any equipment (wherever located) that serves only Tenant or the Premises, Tenant shall be responsible for payment of the cost thereof to Landlord as additional rent to the extent such cost is attributable to causes related to Tenant’s specific use beyond normal wear and tear. Tenant shall be responsible for the cost of painting, repairing or replacing wallcoverings, and for the cost of repairing or replacing any Premises improvements that are not ordinarily a part of the Building or that require maintenance at a level more expensive than that prevailing in the Buildings. Landlord may, at its option, upon reasonable notice, elect to have Tenant perform any maintenance or repair, the cost of which is solely Tenant's responsibility hereunder.

5.2             Alterations . Tenant shall make no alterations, additions or improvements to the Premises (whether structural or nonstructural) without Landlord's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. If any alteration, addition or improvement is made by Tenant without such consent, Landlord shall have the right to require Tenant to remove the same at any time during the Term. If Tenant shall request Landlord's consent for any alterations, additions or improvements, then Tenant shall submit detailed plans, specifications and an itemized budget for making such alterations, additions or improvements. Landlord may impose any conditions to any consent as Landlord shall in its discretion deem to be necessary or advisable, including without limitation the hours when work may be performed. Any approved alteration, addition or improvement shall be made only by contractors or mechanics approved by both Tenant and Landlord. Tenant shall provide Landlord with as-built plans and specifications for any alterations, additions or improvements. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, regulations, permits and requirements of any insurance rating bureau used by insurers selected to carry Landlord's insurance, and of any similar body. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use on the Premises, which claims are or may be secured by any mechanics or materialmen's lien against the Premises or any interest therein. If Tenant shall, in good faith, contest the validity of any such lien, claim or demand, then Tenant shall, at its sole expense defend and protect itself, Landlord, and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Landlord or the Premises. Before commencing any work, Tenant shall give Landlord at least five business (5) days' written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond satisfactory to Landlord for said work and such other comprehensive general public liability insurance, builders risk insurance, and other such insurance coverages so as to protect the insurable interests of Landlord, Tenant, contractors and subcontractors in amounts and on forms as may be requested by Landlord. Landlord may enter upon the Premises, in such case, for the purpose of posting appropriate notices, including, but not limited to, notices of nonresponsibility.

5.3             Condition on Termination . On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Premises to Landlord in the same condition as received, ordinary wear and tear excepted, and Premises damage to the extent not caused by Tenant excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. Landlord may require the removal of any or all alterations, additions or improvements made by Tenant prior to the termination of the Lease and restoration of the Premises and the Project to their prior condition (i.e., the condition as of the Commencement Date), at Tenant's expense unless such alteration, addition or improvement was made with the written consent of Landlord and Landlord’s consent that such alteration, addition or improvement would not have to be removed at the termination of the Lease. .   All alterations, additions and improvements which Landlord does not require Tenant to remove shall become Landlord's property and shall be surrendered to Landlord upon termination of the Lease. In no event shall Tenant remove any materials or equipment from the Premises without Landlord's prior written consent, including, but not limited to, any power wiring or power panels, lighting or lighting fixtures, wall coverings, window coverings, carpets, other affixed floor coverings, heaters, air conditioners or any other heating or air conditioning equipment, fencing or security gates or other similar Building operating equipment and decorations.

6.           UTILITIES AND SERVICES

6.1             Utilities and Services Furnished by Landlord . Provided that Tenant is not in default under this Lease, Landlord agrees to furnish or cause to be furnished to the occupied portion of the Premises the utilities and services described in Exhibit "C."

6.2             Utilities and Services Furnished by Tenant . Tenant shall pay for all water, gas, heat, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Tenant, together with any taxes thereon.

6.3             Interruption of Service . Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility service being furnished to the Premises , unless through the negligence of the Landlord or its agents, and no such failure or interruption shall entitle Tenant to terminate this Lease, or to an abatement of the Monthly Base Rent, additional rent or other charges due hereunder.

7.           INSURANCE AND INDEMNITY

7.1             Tenant's Liability Insurance . Tenant shall carry at its own expense throughout the term of this Lease, commercial general liability insurance covering the Premises and appurtenant areas, and Tenant's use thereof, and protecting Tenant and Landlord (as an additional insured) against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an "Additional Insured--Managers or Lessors of Premises" Endorsement and shall contain the "Amendment of Pollution Exclusion" for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Tenant's indemnity obligations under this Lease. Such insurance shall also cover Tenant's contractual liability under this Lease in an amount periodically adjusted as hereinafter provided to conform to then current standard business practices for comparable business operations, but in no case less than the amounts shown in the applicable Basic Lease Provisions. The liability limit of such insurance shall not, however, limit Tenant's liabilities assumed under this Lease. Tenant shall keep in full force and effect a policy or policies of worker's compensation insurance as required by law, and with employees liability coverage for bodily injury by accident of not less than $2,000,000 for each accident, and for bodily injury by disease of not less than $2,000,000 for each employee and for the policy limit. If required by Landlord, then the amounts of general liability and employers liability insurance shall be increased from time to time (but in no event more frequently than once every three (3) years) to an amount reasonably determined by Landlord as may be required, given the then current economic conditions and the size of damage awards generally, to approximate the same level of protection as was provided on the Commencement Date.

7.2             Tenant's Casualty Insurance . Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease, replacement cost, fire and extended coverage insurance, with vandalism and malicious mischief, sprinkler leakage and earthquake endorsements, in an amount sufficient to cover not less than 100% of the full replacement cost, as the same may exist from time to time, of all of Tenant's personal property, fixtures, equipment and Tenant improvements. Tenant agrees that all personal property of whatever kind, including, without limitation, inventory and/or goods stored at or about the Premises, Tenant's trade fixtures and Tenant's interest in tenant improvements which may be at any time located in, on or about the Premises or the Building, whether owned by Tenant or third parties, shall be at Tenant's sole risk or at the risk of those claiming through Tenant, and that Landlord shall not be liable for any damage to or loss of such property except for loss or damage arising from or caused by the sole gross negligence of Landlord or any of Landlord's officers, employees, agents or authorized representatives acting within the scope of their authority.

7.3             Form of Insurance Policies . Insurance required hereunder shall be in companies duly licensed to transact business in the state where the Premises are located, and maintaining during the Policy term a "General Policyholders Rating" of at least B+, V, or such other rating as may be required by any lender having a lien on the Premises, as set forth in the most current issue of "Bests Insurance Guide." Tenant shall not do or permit to be done anything which shall invalidate any insurance policy referred to in this Paragraph 7. Tenant shall provide Landlord with copies of insurance policies or certificates of insurance prior to the Commencement Date of the Lease and shall provide to Landlord copies of replacement policies at least ninety (90) days prior to the date of expiration of a policy. A binder or certificate of insurance shall be sufficient evidence of insurance pending issuance of a policy; provided, however, that Tenant shall forward a copy of each policy to Landlord when issued. Such insurance policies shall be on forms reasonably acceptable to Landlord and shall be on an occurrence basis. Such insurance shall name Landlord, any management agent from time to time designated by Landlord, any lender of Landlord as additional insureds, and shall provide that coverage of additional insureds shall be primary and that any insurance maintained by Landlord shall be excess only. Such insurance shall provide that the interests of Landlord, Tenant and other insureds shall be severable such that the act or omission of one insured shall not avoid or reduce the coverage of other insureds. Such insurance shall contain endorsements (a) stating that the insurer agrees to notify Landlord in writing not less than thirty (30) days in advance of modification or cancellation thereof, (b) deleting any employee exclusion on personal injury coverage, (c) deleting any exclusion from liability caused by serving alcoholic beverages incidental to Tenant's business, and (d) providing for coverage for employees non-owned automobile liability. Failure of Tenant to maintain insurance coverages required by this Lease for any time period during the Term or failure of Tenant to deliver evidence of insurance or copies of policies shall be material defaults under this Lease.

7.4             Landlord Insurance . Landlord shall carry such insurance with respect to the Building, of the type and amounts as Landlord, in its sole discretion, shall deem reasonably appropriate. The cost of any such insurance shall be includable as Operating Expenses pursuant to Section 3.3 above. If Tenant fails to maintain, or to provide Landlord with, evidence of the required insurance coverages, Landlord shall have the right, but not the obligation, to obtain such insurance coverages on Tenant's behalf. The cost of such insurance coverages shall be deemed additional rent payable by Tenant to Landlord upon demand.

7.5             Waiver of Liability of Landlord . Except in the event of Landlord's negligence or willful misconduct, Tenant hereby agrees that Landlord shall not be liable for (a) injury to Tenant's business or any loss of income therefrom, (b) loss of or damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers, or any other person in or about the Premises or the Project with the exception of the Common Areas, or (c) injury to the person of Tenant, Tenant's employees, agents, contractors, invitees, customers, or any other person in or about the Premises or the Project with the exception of the Common Areas, whether such damage is from rain, or from the breakage, injury is caused by or results from theft, fire, steam, electricity, gas, water or leakage, obstruction or other defects of pipes. sprinklers, wires, appliances. plumbing, air conditioning or lighting fixtures, from indoor air pollution, electromagnetic radiation or other conditions associated with the so-called "sick building syndrome," or from any other cause, whether damage or injury results from conditions arising upon the Premises or upon other portions of the Project, or from other sources or places appurtenant to the Premises and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to Tenant. Landlord shall not be liable for any damages arising from any act or neglect of any other tenant, occupant, or user of the Project, nor from the failure of Landlord to enforce the provisions of any other lease of any other tenant in the Project.

7.6             Landlord’s Liability. Anything contained in this Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the estate and property of Landlord in the Project for the collection of any judgment or other judicial process requiring the payment of money by Landlord for any default or breach by Landlord under this Lease, subject, however, to the prior rights of any mortgagee or lessor of the Project. No other assets of Landlord or any members, partners, shareholders, or other principals of Landlord shall be subject to levy, execution or other judicial process for the satisfaction of Tenant’s claim.

7.7             Indemnity by Tenant of Landlord . Tenant shall indemnify and hold harmless Landlord and its agents, Landlord's master or ground landlord, members, partners and lenders, from and against any and all claims for damage to the person or property of anyone or any entity arising from Tenant's use of the Project, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant in or about the Premises or elsewhere, and shall further indemnify and hold harmless Landlord from and against any and all claims, costs and expenses arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or omission of Tenant, or any of Tenant's agents, contractors, employees or invitees and from and against all costs, attorney's fees, expenses and liabilities incurred by Landlord as the result of any such use, conduct, activity, work, things done, permitted or suffered, breach, default or  negligence, and in dealing reasonably therewith, including but not limited to the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Landlord by reason of any such matter, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property of Tenant or injury to persons, in, upon or about the Project arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord.

7.8           Indemnity by Landlord of Tenant. Landlord shall indemnify and hold harmless Tenant and its agents, members,partners and lenders, from and against any and all claims for damage to theperson or property of anyone or any entity arising from Landlord's use of the Project, or from the conduct of Landlord's business or from any activity, work or things done, permitted or suffered by Landlord in or about the Premises or elsewhere, and shall further indemnify and hold harmless Tenant from and against any and all claims, costs and expenses arising from any breach or default in the performance of any obligation on Landlord's part to be performed under the terms of this Lease, or arising from any act or omission of Landlord, or any of Landlord's agents, contractors, employees or invitees and from and against all costs, attorney's fees, expenses and liabilities incurred by Tenant as the result of any such use, conduct, activity, work, things done, permitted or suffered, breach, default or negligence, and in dealing reasonably therewith, including but not limited to the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Tenant by reason of any such matter, Landlord upon notice from Tenant shall defend the same at Landlord's expense by counsel reasonably satisfactory to Landlord and Tenant shall cooperate with Landlord in such defense. Tenant need not have first paid any such claim in order to be so indemnified.

7.9             Waiver of Subrogation . Tenant and Landlord each hereby release and relieve the other, and waive their entire right of recovery against the other, for direct or consequential loss or damage arising out of or incident to the perils covered by property insurance carried by such party, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors and/or invitees. If necessary all property insurance policies required under this Lease shall be endorsed to so provide.

8.           DAMAGE OR DESTRUCTION

8.1           Definitions

8.1.1           "Premises Damage" shall mean that the Premises are damaged or destroyed to any extent.

8.1.2           "Building Partial Damage" shall mean that the building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is less than fifty percent (50%) of the then Replacement Cost of the building.

8.1.3           "Building Total Destruction" shall mean that the building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is fifty percent (50%) or more of the then Replacement Cost of the building.

8.1.4           "Project Total Destruction" shall mean that the Project (as defined in paragraph 1.1) is damaged or destroyed to the extent that the cost of repair is fifty percent (50%) or more of the then Replacement Cost of the Project.

8.1.5           "Insured Loss" shall mean damage or destruction caused by an event required to be covered by the insurance described in Section 7. The fact that an Insured Loss has a deductible amount shall not make the loss an uninsured loss.

8.1.6           "Replacement Cost" shall mean the amount of money necessary to be spent in order to repair or rebuild the damaged area to the condition that existed immediately prior to the occurrence of the damage, excluding all improvements made by tenants, other than those installed by Landlord at Tenant's expense.

8.2           Premises Damage; Premises Building Partial Damage

8.2.1            Insured Loss . Subject to the provisions of paragraphs 8.4 and 8,5, if at any time during the term of this Lease there is damage which is an Insured Loss and which falls into the classification of either Premises Damage or Building Partial Damage, then Landlord shall, as soon as reasonably possible and to the extent the required materials and labor are readily available through usual commercial channels, at Landlord's expense, repair such damage (but not Tenant's fixtures, equipment or tenant improvements originally paid for by Tenant) to its condition existing at the time of the damage, and this Lease shall continue in full force and effect.   Tenant shall have the right to terminate the Lease if repairs can’t be completed within 180-270 days.

8.2.2            Uninsured Loss . Subject to the provisions of paragraphs 8.4 and 8.5, if at any time during the term of this Lease there is damage which is not an Insured Loss and which falls within the classification of Premises Damage or Building Partial Damage, unless caused by a negligent or willful act of Tenant (in which event Tenant shall make the repairs at Tenant's expenses), which damage prevents Tenant from making any substantial use of the Premises, Landlord may at Landlord's option either (i) repair such damage as soon as reasonably possible at Landlord's expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to Tenant within thirty (30) days after the date of the occurrence of such damage of Landlord's intention to cancel and terminate this Lease as of the date of the occurrence of such damage, in which event this Lease shall terminate as of the date of the occurrence of such damage.   Tenant shall have the right to terminate the Lease if repairs can’t be completed within 180-270 days, unless caused by a negligent or willful act of Tenant, in which Tenant shall make repairs at Tenant’s expense.. .

8.3             Building Total Destruction; Project Total Destruction . Subject to the provisions of paragraphs 8.4 and 8.5, if at any time during the term of this Lease there is damage, whether or not it is an Insured Loss, which falls in the classifications of either (i) Building Total Destruction, or (ii) Project Total Destruction, then Landlord may at Landlord's option either (i) repair such damage or destruction as soon as reasonably possible at Landlord's expense (to the extent the required materials are readily available through usual commercial channels) to its condition existing at the time of the damage, but not Tenant's fixtures, equipment or tenant improvements, and this Lease shall continue in full force and effect, or (ii) give written notice to Tenant within thirty (30) days after the date of occurrence of such damage of Landlord's intention to cancel and terminate this Lease, in which case this Lease shall terminate as of the date of the occurrence of such damage.

8.4             Damage Near End of Term .

8.4.1           Subject to paragraph 8.4.2, if at any time during the last twelve (12) months of the term of this Lease there is substantial damage to the Premises, Landlord may at Landlord's option cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to Tenant of Landlord's election to do so within thirty (30) days after the date of occurrence of such damage.

8.4.2           Notwithstanding paragraph 8.4.1, in the event that Tenant has an option to extend or renew this Lease, and the time within which said option may be exercised has not yet expired, Tenant shall exercise such option, if it is to be exercised at all, no later than thirty (30) days after the occurrence of an Insured Loss falling within the classification of Premises Damage during the last twelve (12) months of the term of this Lease. If Tenant duly exercises such option during said thirty (30) day period, Landlord shall, at Landlord's expense, repair such damage, but not Tenant's fixtures. equipment or tenant improvements, as soon as reasonably possible and this Lease shall continue in full force and effect. If Tenant fails to exercise such option during said thirty (30) day period, then Landlord may at Landlord’s option terminate and cancel this Lease as of the expiration of said thirty (30) day period by giving written notice to Tenant of Landlord's election to do so within ten (10) days after the expiration of said thirty (30) day period, notwithstanding any term or provision in the grant of option to the contrary.

8.5           Abatement of Rent; Tenant's Remedies

8.5.1           In the event Landlord repairs or restores the Building or Premises pursuant to the provisions of Section 8, and any part of the Premises are not useable (including loss of use due to loss of access or essential services), the rent payable hereunder (including Tenant's Share of Operating Expenses) for the period during which such damage, repair or restoration continues shall be abated, provided (1) the damage was not the result of the negligence of Tenant, and (2) such abatement shall only be to the extent the operation and profitability of Tenant's business as operated from the Premises is adversely affected. Except for said abatement of rent, if any, Tenant shall have no claim against Landlord for any damage suffered by reason of any such damage, destruction, repair or restoration.

8.5.2           If Landlord shall be obligated to repair or restore the Premises under the provisions of this Section 8 and shall not commence, in a substantial and meaningful way, the repair or restoration of the Premises within ninety (90) days after such obligation shall accrue, Tenant may, at any time prior to the commencement of such repair or restoration, give written notice to Landlord and to any lenders of which Tenant has actual notice of Tenant's election to terminate this Lease on a date not less than sixty (60) days following the giving of such notice. If Tenant gives such notice to Landlord and such lenders and such repair or restoration is not commenced within thirty (30) days after receipt of such notice, this Lease shall terminate as of the date specified in said notice. If Landlord or a lender commences the repair or restoration of the Premises within thirty (30) days after receipt of such notice, this Lease shall continue in full force and effect. "Commence" as used in this Paragraph shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

8.5.3           Tenant agrees to cooperate with Landlord in connection with any such restoration and repair, including but not limited to the approval and/or execution of plans and specifications required.

8.6             Termination-Advance Payments . Upon termination of this Lease pursuant to Section 8, an equitable adjustment shall be made concerning advance rent and any advance payments made by Tenant to Landlord. In addition, Landlord shall, within thirty (30) days of lease termination, return to Tenant so much of Tenant's security deposit as has not theretofore been applied by Landlord.

8.8             Insurance Limitation . Notwithstanding anything else to the contrary contained in this Section 8, Landlord shall have no obligation to pay for the repair or restoration of damage or destruction to the Premises caused by fire or other casualty more than the amount of the insurance proceeds payable for the benefit of Landlord by reason of such damage or destruction, plus any amounts actually paid by Tenant as required in this Section 8 for the excess of the cost of reconstructing tenant improvements over the original cost of such repairs, then the original cost of such tenant improvements paid initially by Landlord. If the sum of such insurance proceeds, plus the amount so paid by Tenant, is not sufficient to cover the cost of such repairs, Landlord may elect to so repair or restore and the Lease shall continue in full force and ef