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<br />Page | 28 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and <br />agree that their rights shall be exclusively governed by the provisions of this Article VII. <br />7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as <br />applicable, the Improvements shall be damaged or destroyed for which the repair and/or replacement <br />cost is fifty percent (50%) or more of then replacement cost of the Improvements, then Tenant shall <br />have the option, to be exercised within ninety (90) days after such damage or destruction: <br />7.6.1. to notify the Lessor of its election to repair or restore the Improvements as <br />provided in this Article VII; or <br />7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease <br />that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be <br />deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease <br />pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor <br />immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the <br />Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the <br />Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of <br />the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with <br />the Premises after the damage or destruction, which costs are eligible for reimbursement from such <br />insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance <br />applicable prior to the date of surrender of the Premises to the Lessor. <br />ARTICLE VIII <br />INSURANCE AND INDEMNITY <br /> <br />8.1 Tenant's Required Insurance. <br />8.1.1. Tenant agrees to purchase all required insurance at Tenant's expense and to <br />deposit with Chief Real Estate Officer certificates of insurance, including all endorsements required <br />herein, necessary to satisfy Chief Real Estate Officer that the insurance provisions of this Lease have <br />been complied with and to keep such insurance coverage and the certificates and endorsements <br />therefore on deposit with Chief Real Estate Officer during the entire term of this Lease. <br />8.1.2. Tenant agrees that it shall not operate on the Premises at any time the required <br />insurance is not in full force and effect as evidenced by a certificate of insurance and necessary <br />endorsements or, in the interim, an official binder being in the possession of Chief Real Estate <br />Officer; rent however shall not be suspended. In no cases shall assurances by Tenant, its employees, <br />agents, including any insurance agent, be construed as adequate evidence of insurance. Chief Real <br />Estate Officer will only accept valid certificates of insurance and endorsements, or in the interim, an <br />insurance binder as adequate evidence of insurance. Tenant also agrees that upon cancellation, <br />termination, or expiration of Tenant's insurance, Chief Real Estate Officer may take whatever steps <br />are necessary to interrupt any operation from or on the Premises until such time as the Chief Real <br />Estate Officer reinstates the Lease. <br />8.1.3. If Tenant fails to provide Chief Real Estate Officer with a valid certificate of <br />insurance and endorsements, or binder at any time during the term of the Lease, County and Tenant <br />agree that this shall constitute a material breach of the Lease. Whether or not a notice of default has <br />or has not been sent to Tenant, said material breach shall permit Chief Real Estate Officer to take <br />EXHIBIT 11