Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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this Lease shall not terminate and Tenant shall have the option either (i) to construct a new facility consistent with the YMCA-SV's then -current prototypical building or (ii) to restore the destroyed improvements to substantially the same condition as they were in immediately before destruction subject, in either case, to then applicable Governmental Requirements and Tenant retaining all insurance proceeds payable as a result of such damage or destruction. The work of repair and restoration shall be commenced by Tenant as soon as reasonably possible, but in no event later than One Hundred Eighty (180) days after the damage or destruction. Tenant shall diligently prosecute such work to completion no later than two (2) years from the date the work is commenced. If the work will constitute major construction (which means any work by which the major structural components of Tenant's building or the exterior appearance or configuration of Tenant's improvements will be altered), then Tenant shall comply with all then -applicable City, federal or state rules, standards and regulations ("Governmental Requirements") for new construction. Rent shall not abate in case of damage or destruction which is to be repaired by Tenant. (b) Later in Term. Nothing to the contrary in this Lease withstanding, if improvements within the New YMCA are damaged or destroyed at any time after the tenth (10th) anniversary of the Commencement Date to the extent of Thirty -Three percent (33%) or more of the full replacement cost of the improvements, then Tenant may elect, by written notice to Landlord within thirty (30) days from the occurrence of the damage, either: (i) to construct on the YMCA Site YMCA-SV's then -current prototypical building; (ii) to restore the destroyed improvements to substantially the same condition as they were in immediately before destruction; or (iii) not to restore the improvements. If Tenant elects either clause (i) or (ii) then such construction or restoration shall be subject to then -applicable Governmental Requirements, and Landlord shall not be entitled to any insurance proceeds payable as the result of such damage or destruction. If Tenant elects clause (iii), then Landlord shall be entitled to receive and retain any and all insurance proceeds payable as a result of such damage or destruction, except that Tenant shall be entitled to retain that amount of any insurance proceeds which is attributable to Tenant's personal property, fixtures and equipment and the unamortized value of the building on Tenant's books; and except further, if, within Thirty (30) days of Landlord's receiving the notice of Tenant's election, Landlord so requires and notifies Tenant, Tenant shall remove any improvements remaining and restore the YMCA Site to grade, in which case the Lease will not terminate until Tenant returns the YMCA Site to Landlord in the condition required and Tenant may also retain from the insurance proceeds the reasonable cost of performing the removal work and restoring the YMCA Site to grade. If Tenant elects clause (iii) and Landlord does not elect to have Tenant remove improvements and grade the YMCA Site, the Lease shall terminate Thirty (30) days after Tenant gives Landlord notice that it will not restore the New YMCA. 16. Assignment; Sublet; Short -Term Rental. (a) Except as provided in Section 17 (Mortgage of Leasehold) and Section 18(h) (Protection of Lender) hereof, Tenant shall not assign or sublet its interest in this Lease or sublet all or any portion of the YMCA Site without the prior written consent of ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 37 of 108