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(c) Contest if Tenant, in Tenant's sole discretion, desires by appropriate legal proceedings brought in
<br />good faith and diligently prosecuted in the name of Tenant, or in the names of Tenant and Landlord when
<br />appropriate or required, the validity or applicability to the Premises of any law, ordinance, statute, order, or
<br />regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency
<br />or entity; provided, however, that any such contest or proceeding, though maintained in the names of Tenant
<br />and Landlord, shall be without cost to Landlord, and Tenant shall protect the Premises and Landlord from
<br />Tenant's failure to observe or comply during the contest with the contested law, ordinance, statute, order, or
<br />regulation; and
<br />(d) Indemnify and hold Landlord and the property of Landlord, including the Premises, free and
<br />harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Tenant's
<br />failure to'comply with and perform the requirements of this Section.
<br />Section 7.03. Tenant's Duty to Restore Premises
<br />If at any time during this lease's term, any Improvements now or hereafter on the Premises are
<br />destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Landlord, this
<br />lease shall continue in full force and effect and Tenant, at Tenant's own cost and expense, shall repair and
<br />restore the damaged Improvements. Any restoration by Tenant shall comply with original plans for the
<br />Improvements described in Article 5, except as may be modified by Tenant to comply with the terms of any
<br />sublease of the Improvements, or except as may be otherwise modified by Tenant and approved in writing by
<br />Landlord. The work of repair and restoration shall be commenced by Tenant within 240 days after the damage
<br />or destruction occurs and shall be completed with due diligence not later than one year after the work is
<br />commenced. In all other respects, the work of repair and restoration shall be done in accordance with the
<br />requirements for original construction work on the Premises set forth in Article 5 of this lease. Tenant's
<br />obligation for restoration described in this Section shall exist whether or not funds are available from
<br />insurance proceeds.
<br />Section 7.04. Qption to Terminate Lease for Destruction
<br />Notwithstanding Section 7.03 of this lease, Landlord shall have the right to terminate this lease if the
<br />Improvements are daniaged or destroyed by a casualty for which Tenant is not required under this lease to
<br />cant' insurance and the cost to repair or restore the damaged or destroyed Improvements exceeds 50 percent of
<br />the -fair market value of the Improvements immediately before the damage or destruction, provided Tenant
<br />does not notify Landlord, in writing, of its intent to repair, subject to Section 7.03 of this Agreement.
<br />Section 7.05. Application of Insurance Proceeds
<br />Any and all fire or other insurance proceeds that become payable at any time during the term of this
<br />lease because of damage to or destruction of any Improvements on the Premises shall be paid to Tenant and
<br />applied by Tenant toward the cost of repairing and restoring the damaged or destroyed Improvements in the
<br />manner required by Section 7.03 of this lease, or, if this lease is terminated under Section 7.04, applied by
<br />Tenant toward payment of the Leasehold Encumbrance(s).
<br />ARTICLE 8
<br />INDEMNITY AND INSURANCE
<br />Section 8.01. Indemnity Agreement
<br />Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and
<br />Improvements now or hereafter on the Premises, free and harmless from any and all liability, claims, loss,
<br />25R-12
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