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9. Damage or Destruction.
<br />9.1 Definitions. _
<br />(a) "Premises Partial Damage" shall herein mean damage or destruction to the Premises to the extentthat the cost of repair is less than
<br />50% of the fair market value of the Premises immediately prior to such damage or destruction. "Premises Building Partial Damage" shall herein
<br />mean damage or destruction to the building of which the Premises are a part to the extent that the cost of repaiS is less than 50% of the fair market
<br />value of such building as a whole immediately prior to such damage or destruction.
<br />(b) "Premises Total Destruction" shall herein mean damage or destruction to the Premises to the extent that the cost of repair is 50% or
<br />more of thefair market value of the Premises immediately priorto such damage or destruction. "Premises Building Total Destruction' shall herein
<br />mean damage or destruction to the building of which the Premises area part to the extent that the cost of repair is 50% or more of the fair market
<br />value of such building as a whole immediately prior to such damage or destruction.
<br />(c) "Insured Loss" shall herein mean damage or destruction which was caused by an event required to be covered by the insurance
<br />described in paragraph S.
<br />9.2 Partial Damage —Insured Loss. Subjecttotheprovisionsofparagraphs9.4,9.5and9.6,ifatanytimeduringthetermofthisLeasethere
<br />is damage which is an Insured Loss and which falls into the classification of Premises Partial Damage or Premises Building Partial Damage, then
<br />Lessor shall, at Lessor's sole cost, repair such damage, but not Lessee's fixtures, equipment or tenant improvements, as soon as reasonably
<br />possible and this Lease shall continue in full force and effect.
<br />9.3 Partial Damage— Uninsured Loss. Subject to the provisions of Paragraphs 9.4, 9.5 and 9.6. if at anytime during the term of this Lease
<br />there is damage which is not an Insured Loss and which falls within the classification of Premises Partial Damage or Premises Building Partial
<br />Damage, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may at
<br />Lessor's option either (i) repair such damage as soon as reasonably possible at Lessor's expense, in which eventthis Lease shall continue in full
<br />force and effect, or (il) give written notice to Lessee within thirty (30) days after the date of the occurrence of such damage of Lessor's intention to
<br />cancel and terminate th is Lease, as of the date of the occurrence of such damage. In the event Lessor elects to give such notice of Lessor's intention
<br />to cancel and terminate this Lease, Lessee shall have the right within ten (10) days afterthe receipt of such notice to give written notice to Lessor of
<br />Lessee's intention to repair such damage at Lessee's expense, without reimbursement from Lessor, in which eventthis Leaseshall continue in full
<br />force and effect, and Lessee shall proceed to make such repairs as soon as reasonably possible. If Lessee does not give such notice within such
<br />10-day period this Lease shall be cancelled and terminated as of the date of the occurrence of such damage.
<br />9.4 Total Destruction. If at anytime during the term of this Lease there is damage, whether or not an insured Loss, (including destruction
<br />required by any authorized public authority), which falls into the classification of Premises Total Destruction or Premises Building Total
<br />Destruction, this Lease shall automatically terminate as of the date of such total destruction.
<br />9.5 Damage Near End of Term.
<br />(a) If at anytime during the last six months ofthe term of this Lease there is damage, whether or not an Insured Loss, which falls within the
<br />classification of Premises Partial Damage, Lessor may at Lessor's option cancel and terminate this Lease as of the date of occurrence of such
<br />damage by.giving written notice to Lessee of Lessor's election to do so within 30 days after the date of occurrence of such damage_
<br />(b) Notwithstanding paragraph 9.5(a), in the eventthat Lessee has an option to extend or renewthis Lease, and thetime within which said
<br />option may be exercised has not yet expired. Lessee shall exercise such option, if it is to be exercised at all, no later than 20 days after the
<br />occurrence of an Insured Loss falling within the classification of Premises Partial Damage during the last six months of the term of this Lease. If
<br />Lessee duly exercises such option during said 20 day period, Lessor shal 1, at Lessor's expense, repairsuch damage as soon as reasonably possible
<br />and this Lease shall continue In full force and effect. If Lessee fails to exercise such option during said 20 day period, then Lessor may at Lessor's
<br />option terminate and cancel this Lease as of the expiration of said 20 day period by giving written notice to Lessee of Lessor's election to do se
<br />within 10 days after the expiration of said 20 day period, notwithstanding any term or provision in the grant of option to the contrary.
<br />9.6 Abatement of Rent; Lessee's Remedies.
<br />(a) In the event of damage described in paragraphs 9.2 or 93, and Lessor or Lessee repairs or restores the Premises pursuant to the
<br />provisions of this Paragraph 9, the rent payable hereunderforthe period during which such damage, repairor restoration continues shall be abated
<br />in proportion to the degree to which Lessee's use of the Premises is impaired. Except for abatement of rent, if any, Lessee shall have no claim
<br />against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration.
<br />(b) If Lessor shall be obligated to repair or restore the Premises under the provisions of this Paragraph 9 and shall not commence such
<br />repair or restoration within 90 days after such obligations shall accrue, Lessee may at Lessee's option cancel and terminate this Lease by giving
<br />Lessor written notice of Lessee's election to do so at any time prior to the commencement of such repair or restoration. In such event this Lease
<br />shall terminate as of the date of such notice.
<br />9.7 Termination —Advance Payments. Upon termination of this Lease pursuant to this Paragraph 9, an equitable adjustment shall be made
<br />concerning advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
<br />security deposit as has not theretofore been applied by Lessor.
<br />9.8 Waiver. Lessor and Lessee waive the provisions of any statutes which relate to termination of leases when leased property is destroyed
<br />and agree that such event shall be governed by the terms of this Lease.
<br />10. Real Property Taxes.
<br />10.1 Payment of Tax Increase. Lessor shall pay the real property tax, as defined in paragraph 10.3, applicable to the Premises; provided,
<br />however, that Lessee shall pay, in addition to rent, the amount, if any, by which real property taxes applicable to the Premises increase over the
<br />fiscal real estate tax year 19 19 . Such payment shall be made by Lessee within thirty (30) days after receipt of Lessor's written
<br />statement setting forth the amount of such increase and the computation thereof. If theterm of this Lease shall not expire concurrently with the
<br />expiration of the tax fiscal year, Lessee's liability for increased taxes for the last partial -lease year shall be prorated on an annual basis.
<br />10.2 Additional improvements. Notwithstanding paragraph 10.1 hereof, Lesseeshall payto Lessor upon demand thereforthe entirety of any
<br />increase in real property tax if assessed solely by reason of additional improvements placed upon the Premises by Lessee prat Lessee's request.
<br />10.3 Definition of "Real Property Tax". As used herein, the term "real property tax" shall include any form of real estate tax or assessment,
<br />general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than
<br />inheritance, personal income or estate taxes) imposed on the Premises by any authority having the direct or indirect powerto tax, including any
<br />city, state orfederal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any
<br />legal or equ itable interest of Lessor in the Premises or in the real property of which the Premises are apart, as against Lessor's rightto rent or other
<br />income therefrom, and as against Lessor's business of leasing the Premises. The term "real property tax" shall also include any tax, fee, levy,
<br />assessment orcharge (i) in substitution of, partially ortotally, any tax, fee, levy, assessment or charge hereinabove included within the definition of
<br />"real property tax," or (ii) the nature of which was hereinbefore included within the definition of "real propertytax," or (III) which is imposed nor a
<br />service or right not charged priorto June 1, 1978, or, if previously charged, has been increased since June 1, 1978, or (iv) which is imposed as a
<br />result of a transfer, either partial or total, of Lessor's interest in the Premises orwhich is added to a tax or charge hereinbefore included within the
<br />definition of real property tax by reason of such transfer, or (v) which is imposed by reason ofthis transaction, any modifications orchanges hereto,
<br />or any transfers hereof.
<br />10.4 Joint Assessment. If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the real property
<br />taxes for al I of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective
<br />valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination
<br />thereof, in good faith, shall be conclusive.
<br />10.5 Personal Property Taxes.
<br />(a) Lessee shall pay priorto delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other
<br />personal property of Lessee contained in the Premises or elsewhere. When possible. Lessee shal I cause said trade fixtures, furnishings, equipment
<br />and all other personal property to be assessed and billed separately from the real property of Lessor.
<br />(b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to
<br />Lessee within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property.
<br />11. Utilities. Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities and services supplied to the Premises, together
<br />with any taxes thereon. If any such services are not separately metered to Lessee, Lessee shall pay a reasonable proportion to be determined by
<br />Lessor of all charges jointly metered with other premises.
<br />12. Assignment and Subletting.
<br />12.1 Lessor's Consent Required_ Lessee shall not voluntarily or by operation of law assign,transfer,mortgage, sublet, or otherwise transfer or
<br />encumber all or any part of Lessee's interest in this Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not
<br />unreasonably withhold_ Lessorshal I respond to Lessee's request for consent hereunder in atimely manner and any attempted assignment, transfer,
<br />mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Lease_
<br />122 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or any portion
<br />thereof, without Lessor's consent, to any corporation which controls, is controlled by or is under common control with Lessee, or to any
<br />corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going
<br />concern of the business that is being conducted on the Premises, provided that said assignee assumes, in full, the obligations of Lessee underthis
<br />Lease. Any such assignment shall not, in any way, affect or limitthe liability of Lessee underthe terms of this Lease even if aftersuchassignment or
<br />subletting the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary.
<br />12.3 No Release of Lessee. Regardless of Lessor's consent, nosubletting or assignment shall release Lessee of Lessee's obligation or alter the
<br />primary liability of Lessee to pay the rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of rent by
<br />Lessorfrom any other person shall not be deemed to be awalver by Lessor of any provision hereof. Consentto one assignment orsubietting shall
<br />not be deemed consent to any subsequent assignment orsubietting. In the event of default by any assignee of Lessee or any successor of Lessee, in
<br />the performance of any of the terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against said
<br />assignee. Lessor may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees
<br />of Lessee, without notifying Lessee, or any successor of Lessee, and without obtaining its ortheir consent thereto and such action shall not relieve
<br />Lessee of liability under this Lease.
<br />12.4 Attorney'sFees. In the event Lessee shall assignor sublet the Premises or request the consent of Lessorto any assignment or subletting
<br />or if Lessee shall request the consent of Lessor for any act Lessee proposes to do then Lessee shall pay Lessor's reasonable attorneys fees incurred
<br />in connection therewith, such attorneys fees not to exceed $350.00 for each such request.
<br />Initials:
<br />GROSS —3—
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