TeleNav 2011 Annual Report Download - page 170

5.1.2 Prior to substantial completion of the Landlord’s Work, or any portion thereof, the “Landlord Casualty Repairs”
shall
include the repair, restoration and completion of any damaged or destroyed portion of such Landlord’s Work;
5.1.3 After substantial completion of the Landlord’
s Work for any Building, but before substantial completion of the Tenant
Improvement Work for such Building, the “Tenant Casualty Repairs” shall include repair and restoration of such Landlord’
s Work in such
Building; provided, however that, Landlord shall assign to Tenant (or to any party designated by Landlord) any insurance proceeds payable to
Landlord under Landlord’s Casualty Policy attributable to such repair and restoration, the same shall be deemed “Casualty Receipts”
for the
purpose of the Lease, and Tenant shall not be required to expend more than the Casualty Receipts applicable to the Landlord’
s Work received by
Tenant in order restore and repair of Landlord’s Work;
5.1.4 The Completion Estimate shall be prepared in consultation with Tenant’
s Contractor and shall constitute a reasonable
estimate of the amount of time required, using standard working methods (without the payment of overtime or other premiums) to not only repair
and restore the damaged Landlord’s Work and Tenant Improvements, but also to substantially complete the Landlord’
s Work and Tenant
Improvements in the affected Building or Buildings;
5.1.5 If the Completion Estimate indicates that the Substantial Completion Date for the 920 DeGuigne Building or the 950
DeGuigne Building will not occur within one (1) year after the date of Tenant’s Casualty Notice, then such damage shall constitute “
Substantial
Destruction” and the related termination rights of the parties pursuant to Article 11 of the Lease shall apply; and
5.1.6 In addition to its other rights under Article 11
of the Lease, in the case of damage or destruction to the Tenant
Improvements being constructed in the 920 DeGuigne Building and/or the 950 DeGuigne Building prior to substantial completion thereof, if the
reasonably expected cost of the Tenant Casualty Repairs (as so expanded pursuant to Section 5.1.1 and Section 5.1.3
above) exceeds the total of
(1) the Casualty Receipts made available to Tenant for such Tenant Casualty Repairs, plus (2) the Deductibles payable by Tenant with respect to
such Tenant Casualty Repairs, plus (3) the undisbursed portion of the Initial Allowance (a “ Tenant Casualty Repair Shortfall ”),
for reasons
other than Tenant’
s failure to carry the insurance required by the Lease, then Tenant may terminate the Lease in its entirety only, by delivery of
written notice to Landlord, unless Landlord agrees to increase the Initial Allowance by the amount of the Tenant Casualty Repair Shortfall
within thirty (30) days following delivery to Landlord of Tenant’
s exercise of such termination right. If, after substantial completion of the
Tenant Improvements in the 920 DeGuigne Building and the 950 DeGuigne Building, there occurs damage or destruction to the Tenant
Improvements being constructed in the 930 DeGuigne Building, and there results a Tenant Casualty Repair Shortfall for reasons other than
Tenant’
s failure to carry the insurance required by the Lease, then Tenant may terminate the Lease as to the 930 DeGuigne Building only (but
not as to the other Buildings, unless otherwise permitted by Article 11
), by delivery of written notice to Landlord, unless Landlord agrees to
increase the Initial Allowance by the amount of the Tenant Casualty Repair Shortfall within thirty (30) days following delivery to Landlord of
Tenant’s exercise of such termination right.
In the event of any termination by Landlord or Tenant pursuant to this Section, neither party shall have any obligations to the
other under the Lease, (1) except for obligations arising before such termination or obligations that survive the expiration or earlier termination
of the Lease, and (2) except that Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to
Tenant under Tenant’s “Builder’s All Risk” insurance policies with respect to the Tenant Improvements and Landlord’
s Work, up to the amount
of the Allowance then having been disbursed by Landlord plus the amount necessary to pay any incurred but unpaid Allowance Items for which
Landlord is responsible under this Work Letter, and (3) Landlord shall return any Prepaid Base Rent and Prepaid Additional Rent paid by Tenant
to Landlord, and, in accordance Article 22
of the Lease, the Security Deposit. If the Lease is not so terminated by Landlord or Tenant, then
(i) the Lease Commencement Date shall not be delayed as a result of any delay in the completion of the Tenant Improvement Work resulting
from the Casualty (though Tenant shall receive an abatement of Monthly Rent following the Lease Commencement Date with respect to the
damaged Building(s) in accordance with Section 11.3
of the Lease, and the Base Rent Abatement applicable to the damaged Building(s) shall not
commence until such abatement of Monthly Rent ceases), and (ii) following substantial completion of the Landlord Casualty Repairs, Tenant, at
its expense (subject to any remaining portion of the Allowance and the proceeds from any Builder’
s All Risk insurance), shall (x) repair and
complete the Tenant Casualty Repairs; provided, however, that if the estimated cost of repairing and restoring the Tenant Improvements and
Landlord’s Work exceeds the amount of insurance proceeds received by Tenant from Tenant’
s insurance carrier, Tenant shall not be required to
spend more than the amount of such proceeds, provided that the foregoing shall not relieve Tenant from the obligation to carry the Builder’
s All
Risk insurance required to be carried by Tenant pursuant to this Section, nor shall the foregoing limit Tenant’
s liability if Tenant fails to perform
such obligation; and (y) complete the Tenant Improvement Work that remained to be performed at the time of the Casualty in accordance with
this Work Letter.
Exhibit B
8