Common use of Casualty and Condemnation Clause in Contracts

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty (if the estimated costs of completing restoration are greater than $50,000) or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation.. | NY\1631294.13 mle xx xxxx Loan Agreement|| (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) upon the occurrence and during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold $500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss ProceedsProceeds with respect to any Casualty or Condemnation where the Loss Proceeds exceeds the Loss Proceeds Threshold Amount. All Loss Proceeds with respect to any Casualty or Condemnation where the Loss Proceeds do not exceed the Loss Proceeds Threshold Amount shall be disbursed to Borrower (or at Borrower’s direction) to be applied to the costs of restoration, with Borrower having the right to retain any Loss Proceeds in excess of such restoration costs. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all All Loss Proceeds from with respect to any Casualty or Condemnation where the Loss Proceeds exceeds the Loss Proceeds Threshold Amount shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if Following the Loss Proceeds in respect occurrence of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property areCasualty, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property to be of at least equal value and of substantially the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject character as prior to the Casualty (or Condemnation cause same to be done), all in accordance with the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company terms hereof applicable to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth belowAlterations. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, the Property untenantable or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 2515% of the base contractual rental revenue of such Property;; | NY\1631294.13 mle xx xxxx Loan Agreement|| (ii) in the case of a Condemnation, the Condemnation does not render untenantable, the Property untenantable or result in the cancellation of Leases covering, covering more than 15% of the gross rentable area base contractual rental revenue of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six three months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default has occurred and is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute (or cause to prosecute) such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable Property to be quality and character of substantially the same character as such Properties immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including including, without limitation, for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold $500,000 be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold$500,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute | NY\1631294.13 mle xx xxxx Loan Agreement|| Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event Upon completion of Default is continuingthe restoration free and clear of all Liens or claims for Lien, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding in excess of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all restoration costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited held by Lender and Lender shall apply such excess amount to the Indebtedness and Borrower shall not be responsible for any Yield Maintenance Premium as a result of such application; provided, however, that upon the occurrence and during the continuance of an Event of Default, Lender shall have the right, in its sole discretion, to apply such excess amount to the Cash Management Account and applied in accordance with the Cash Management Agreement Indebtedness as if the same were RevenuesLender sees fit. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including including, without limitation, reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Provided that an Event of Default shall have occurred and be continuing, Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, Lender as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold $500,000.00 with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section 5.16(f) shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine.. | NY\1631294.13 mle xx xxxx Loan Agreement|| (g) Notwithstanding anything in the foregoing provisions of this Section 5.16 that would permit the application of Loss Proceeds 5.16, to the restoration of extent any Lease remains in effect and the applicable Propertytenant thereunder remains liable for the obligations under such Lease, if immediately following a release the disposition of any portion of the applicable Property from the Lien of the Loan Documents in connection amounts, awards or payments payable with a respect to any Casualty or Condemnation (but taking into account any proposed restoration on relating to the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied corresponding Property shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for governed by such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Lease.

Casualty and Condemnation. (a) Borrower shall give give, or cause to be given, prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of $250,000. In the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) event any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in respect of which Senior Mezzanine Lender applies Loss Proceeds toward the manner set forth below. In any case in which prepayment of the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or CasualtySenior Mezzanine Loan, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any excess Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property Senior Mezzanine Loan has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual PeriodPeriod during which the prepayment is applied). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c1.3(c), all prepayments of the Loan applied toward such Note shall be applied to the Notes or Note Components of such Note in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine). (gb) Borrower shall provide, or cause Senior Mezzanine Borrower to provide, to Lender copies of all insurance claims and settlement notices, and in the case where the Loss Proceeds are applied towards restoration of the applicable Property under the Senior Mezzanine Loan Agreement, copies of the plans and specifications, architect’s certificates, waivers of lien, contractor’s sworn statements, plans, bonds, plats of survey and such other documents as Lender may reasonably request, to the extent delivered to Senior Mezzanine Lender. (c) In the event the Senior Mezzanine Loan is paid in full, the provisions of Section 5.16 of the Senior Mezzanine Loan Agreement as in effect on the date hereof (subject to any amendments approved by Lender unless such approval is not required hereunder) shall apply herein and Borrower and Lender shall each have the same rights and obligations with respect to Loss Proceeds, availability of funds, claims adjustments and the restoration of any Property, as provided therein between Senior Mezzanine Borrower and Senior Mezzanine Lender. (d) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Propertycontrary, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail respect to satisfy a Lender 80% DeterminationEncumbered Properties, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward in accordance with the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to Encumbered Property Debt Documents , and after such application, any excess Loss Proceeds shall be applied in accordance with this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.15.16.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this ------------------------- Article XV and Article XVI (in the event the Lessee delivers, or is obligated to ---------- ----------- deliver, a Termination Notice), and prior to the occurrence and continuation of a Lease Default, the Lessee shall give prompt notice be entitled to Lender receive (and the Lessor shall pay over to the Lessee, if received by the Lessor, and hereby irrevocably assigns to the Lessee all of the Lessor's right, title and interest in) any award, compensation or insurance proceeds to which the Lessee or the Lessor may become entitled by reason of their respective interests in the Property (i) if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to the Property or any part thereof, is the subject of a Condemnation; provided, -------- however, if a Lease Default shall have occurred and be continuing, such award, ------- compensation or insurance proceeds shall be paid directly to the Agent or, if received by the Lessee, shall be held in trust for the Agent, and shall be paid over by the Lessee to the Agent (or, if the Participation Interests have been fully paid, to the Lessor) and held in accordance with the terms of this paragraph (a). If, contrary to such provision, any such award, compensation or ------------- insurance proceeds are paid to the Lessor or the Lessee rather than to the Agent, the Lessor and the Lessee, as the case may be, hereby agree to transfer any such payment to the Agent. All amounts held by the Lessor or the Agent when a Lease Default exists hereunder on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Agent or turned over to the Lessor or the Agent shall either be (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with paragraph (e) of this Section 15.1, or (ii) applied to the purchase price of the actual or threatened commencement of proceedings that would result in a Condemnation------------- ------------ Property on the Termination Date, with any Excess Proceeds being payable to the Lessee. (b) Lender The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Lessor and the Agent shall participate in any proceedings for such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and the Lessee in and to any taking by any public such award, compensation or quasi-public authority accomplished through insurance payment. (c) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Property or any transfer made in lieu interest therein, the Lessor or the Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such notice. (d) In the event of a Casualty or in anticipation receipt of notice by the Lessee or the Lessor of a Condemnation, the Lessee may deliver to the extent permitted by lawLessor and the Agent a Termination Notice with respect to the Property pursuant to Section 16.1. Upon Lender’s requestIf the ------------ Lessee does not deliver a Termination Notice within ninety (90) days after such occurrence, Borrower then this Lease shall deliver (subject to Lender all instruments reasonably requested by it the terms and conditions thereof) remain in full force and effect, and the Lessee shall, at the Lessee's sole cost and expense, promptly and diligently restore the Property pursuant to permit paragraph --------- (e) of this Section 15.1 and otherwise in accordance with this Lease. If the --- ------------ Lessee delivers a Termination Notice within ninety (90) days after such participationoccurrence, a Significant Event shall irrevocably be deemed to have occurred with respect to the Property, and, in such event, this Lease shall terminate and the Lessee shall purchase the Property on the next Payment Date (or, if such Payment Date is within fifteen (15) days of the Lessor's receipt of such Termination Notice, on the Payment Date next following such Payment Date) (a "Termination Date") pursuant to Article XVI hereof. Borrower ----------------- ----------- (e) If pursuant to this Section 15.1 this Lease shall continue in full ------------ force and effect following a Casualty or Condemnation, the Lessee shall, at its sole cost and expenseexpense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Property in accordance with this paragraph, the Lessee shall pay the shortfall), promptly and diligently prosecute repair any damage to the Property caused by such Casualty or Condemnation or substitute new Equipment for the affected Equipment in conformity with the requirements of Sections 10.1 and 11.1 using the as-built Plans and ------------- ---- Specifications for the Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Requirements of Law) so as to restore the Property to at least the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation; provided, the substitution of any Equipment for any -------- such affected Equipment shall, at the Lessor's reasonable request, be subject to delivery of an independent third-party appraisal reasonably satisfactory to the Lessor and the Required Participants by an appraiser satisfactory to the Lessor and the Required Participants showing both (i) a current Fair Market Sales Value and (ii) expected Fair Market Sales Value as of the then current Expiration Date and the dates on which any potential Renewal Term would expire, in each case equal to or greater than such values at such dates for the Equipment being replaced. In the event of such restoration, title to the Property shall remain with the Lessor; provided, that (i) title to any such proceedingssubstituted equipment -------- shall vest in the Lessor and such equipment shall constitute Equipment thereafter for all purposes of this Lease, and (ii) the Lessor shall consult with Lenderassign all of its right, its attorneys title and experts, and cooperate with them interest to the Lessee in the carrying on any such replaced equipment without representation or defense warranty of any kind other than that such proceedingsequipment is free of Lessor Liens. Borrower Upon completion of such restoration, the Lessee shall not consent or agree furnish the Lessor an architect's certificate of substantial completion and a Responsible Officer's Certificate confirming that such restoration has been completed pursuant to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertythis Lease. (cf) Lender may (x) jointly In no event shall a Casualty or Condemnation with Borrower settle respect to which this Lease remains in full force and adjust effect under this Section 15.1 affect the ------------ Lessee's obligations to pay Rent pursuant to Section 3.1 or to perform its ----------- obligations and pay any claims, (y) during amounts due on the continuance of an Event of Default, settle Expiration Date or pursuant to Articles XIX and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss ProceedsXX. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor.------------ -- (dg) Except as provided Any Excess Proceeds received by the Lessor or the Agent in clause (A) respect of the next succeeding sentence, all Loss Proceeds from any a Casualty or Condemnation shall be immediately deposited into turned over to the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided Lessee, provided that no Lease Event of Default or Lease Default has occurred and is continuing, if . Any Excess Proceeds which are not turned over to the Loss Proceeds in respect Lessee due to the existence of a particular Casualty Lease Event of Default or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and a Lease Default shall be applied to against the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to Lessee's obligations under the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesLease. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) The Borrower shall give will furnish to the Administrative Agent and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation other insured damage to or any commencement of action or proceeding under power of eminent domain, condemnation or similar proceeding for the taking of (i) any portion of any Collateral (excluding any property, improvements or assets included in the definition of the actual term "Mortgaged Property") or threatened commencement (ii) any portion of proceedings that would result in a CondemnationMortgaged Property. (b) Lender may participate If any event described in any proceedings for any taking Section 5.08(a)(i) results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation the Borrower or any transfer made Subsidiary, such Net Proceeds shall be paid over to the Administrative Agent, provided that (i) if the aggregate Net Proceeds in lieu respect of such event (other than proceeds of business interruption insurance, if any) are less than $2,000,000, such Net Proceeds shall be paid over to the Borrower unless a Default has occurred and is continuing and (ii) all proceeds of business interruption insurance, if any, shall be paid over to the Borrower unless a Default has occurred and is continuing. Any Net Proceeds paid over to the Administrative Agent as provided in this paragraph shall be applied to prepay Term Borrowings as provided in Section 2.11(b). (c) If any event described in Section 5.08(a)(ii) results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or in anticipation otherwise), all such Net Proceeds retained by or paid over to the Administrative Agent shall be applied by the Administrative Agent to the payment of a Condemnationthe cost of restoring or replacing the Mortgaged Property so damaged, destroyed or taken or the cost of the portion or portions of the Mortgaged Property not so taken (the "Work"), and such Net Proceeds shall be paid over from time to time to the Borrower or the applicable Subsidiary, as the case may be, as and to the extent permitted by law. Upon Lender’s requestthat the Work (or the location 76 70 and acquisition of any replacement of the Mortgaged Property) progresses for the payment thereof, subject to each of the following conditions: (i) the Borrower or such Subsidiary, as applicable, must promptly commence the restoration process or the location, acquisition and replacement process in connection with the Mortgaged Property; (ii) the Work shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingsbe in the charge of an independent architect or engineer, and before the commencement of any Work, other than temporary work to protect property or prevent interference with business, the Administrative Agent shall consult have received the plans, specifications and general contract for the Work from the Borrower or such Subsidiary, as applicable. The plans and specifications shall provide that, upon completion of such Work, the improvements shall (A) be in compliance with Lenderall requirements of applicable Governmental Authorities and (B) be at least equal in value and general utility to the improvements that were on such Mortgaged Property (or that were on the Mortgaged Property that has been replaced, its attorneys and expertsif applicable) prior to the casualty or condemnation, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking condemnation, subject to the effect of an immaterial portion such condemnation; (iii) except as provided in clause (iv) below, each request for payment shall be made upon seven days' prior notice to the Administrative Agent and shall be accompanied by a certificate of such architect or engineer, certifying that (A) all the completed Work has been performed in substantial compliance with the plans, specifications and general contract and (B) the sum requested is justly required to reimburse the Borrower or such Subsidiary, as applicable, for payments to, or is justly due to, the contractor, subcontractors, materialmen, laborers, engineers, architects or other persons providing services or materials for the Work (providing a brief description of such services or materials, as applicable) and, when added to all sums previously paid out by the Administrative Agent, does not exceed the value of the Work done to the date of such certificate; (iv) each request for payment in connection with the acquisition of a replacement Mortgaged Property shall be made upon 30 days' prior notice to the Administrative Agent and, in connection therewith, (A) each such request shall be accompanied by a copy of the sales contract or other document governing the acquisition of the replacement property by the Borrower or such Subsidiary, as applicable, and a certificate of the Borrower or such Subsidiary, as applicable, stating that the sum requested represents the sales price under such contract or document and the related reasonable transaction fees and expenses (including brokerage fees) and setting forth in sufficient detail the various components of such requested sum and (B) the Borrower or such Subsidiary, as applicable, shall (I) in addition to any other items required to be delivered under this Section, provide the Administrative Agent with such opinions, documents, certificates, surveys, title insurance policies and other insurance policies as it may reasonably request and (II) take such other actions as the Administrative Agent may reasonably deem necessary or appropriate (including actions with respect to the delivery to the Administrative Agent of a first priority Mortgage with respect to such real property); 77 71 (v) upon the request of the Administrative Agent, the Borrower or such Subsidiary, as applicable, shall provide the Administrative Agent with (A) waivers of lien satisfactory to the Administrative Agent covering that part of the Work for which payment or reimbursement is being requested and (B) if required by the Administrative Agent, a search prepared by a title company or licensed abstractor or other evidence satisfactory to the Administrative Agent that there has not been filed with respect to such Mortgaged Property any mechanics' or other lien or instrument for the retention of title in respect of any Property.part of the Work not discharged of record or bonded to the reasonable satisfaction of the Administrative Agent; (vi) there shall be no Default or Event of Default that has occurred and is continuing; (vii) the request for any payment after the Work has been completed shall be accompanied by a copy of any certificate or certificates required by law to render the occupancy of the improvements being rebuilt, repaired or restored legal; and (viii) after commencing the Work, the Borrower or such Subsidiary, as applicable, shall continue to perform the Work diligently and in good faith to completion in accordance with the approved plans, specifications and general contract, provided that nothing in this paragraph (c) Lender may shall prevent the Administrative Agent from applying at any time all or any part of the Net Proceeds received in an event described in Section 5.08(a)(ii) to (xi) jointly with Borrower settle the curing of any Event of Default or (ii) the payment of any of the obligations outstanding under this Agreement after the occurrence and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust . If any claims without Net Proceeds paid over to or retained by the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except Administrative Agent as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds this paragraph continue to be initially deposited into held on the Loss Proceeds Account and subsequently deposited into date that is 365 days after the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration receipt of such Property areNet Proceeds, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss then such Net Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, prepay Term Borrowings as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c2.11(b), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. Comply with the following requirements: (a) Borrower shall give prompt notice to Lender The Loss Proceeds in respect of any Casualty or Condemnation or Loss of any of the actual Collateral shall, subject to the rights, if any, of other parties with a prior interest in the property covered thereby, (i) so long as no Event of Default has occurred and is continuing and to the extent that the amount of such Loss Proceeds is less than $250,000, be disbursed to the applicable Borrower for reinvestment in such Borrower’s Business and (ii) in all other circumstances, be held by the Administrative Agent as cash collateral for the Obligations. The Administrative Agent may, so long as no Event of Default has occurred and is continuing and the Borrowers are not required to apply such Loss Proceeds to prepay the Obligations pursuant to Section 6.13(b) below or threatened commencement have not elected to reinvest such Loss Proceeds pursuant to Section 6.13(b) below, disburse from time to time all or any part of proceedings such proceeds so held as cash collateral, upon such terms and conditions as the Administrative Agent may reasonably prescribe, for direct application by such Borrower solely to the repair or replacement of such Borrower’s property so damaged, destroyed or taken or other reinvestment in the Borrowers’ Business; provided that, so long as no Event of Default has occurred and is continuing, the Borrowers shall at all times and in any event have the rights set forth in the last sentence of Section 6.13(d) below. In the event that would result such proceeds have not been reinvested in the Borrowers’ business within two hundred seventy (270) days after the earlier to occur of receipt thereof by the Borrowers or receipt thereof by the Administrative Agent, the Administrative Agent shall apply all or any part of such proceeds to the Obligations as provided in Sections 6.13(c) and (d); provided that, if (A) within such 270-day period after the earlier to occur of receipt of such proceeds by the Borrowers or receipt of such proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a Condemnationpurchase order) pursuant to which such reinvestment shall be made, a copy of which shall be provided to the Administrative Agent, and (B) within four hundred five (405) days following receipt of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall have completed, or shall have made significant progress toward completion of, such reinvestment with such Loss Proceeds, then the Borrowers shall not be required to prepay the Revolving Credit Loans pursuant to Sections 6.13(b) and (c) but shall in any event comply with Section 6.13(d). (b) Lender may participate in any proceedings for any taking Concurrently with the receipt by any public or quasi-public authority accomplished through a Condemnation of the Borrowers or any transfer made of their Subsidiaries of Loss Proceeds relating to any Loss with respect to any Collateral or Company-Owned Property, less reasonable expenses relating to such Loss, which have not been reinvested in lieu the Borrowers’ Business within two hundred and seventy (270) days of receipt of such proceeds subject to Section 6.13(a) above, provided that, if (A) within such 270-day period after the earlier to occur of receipt of such Loss Proceeds by the Borrowers or in anticipation receipt of such Loss Proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a Condemnationpurchase order) pursuant to which such reinvestment shall be made, a copy of which shall be provided to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingsAdministrative Agent, and (B) within four hundred five (405) days following receipt of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall consult with Lenderhave completed, its attorneys and expertsor shall have made significant progress toward completion of, and cooperate with them in such reinvestment of such Loss Proceeds, then the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent Borrowers shall not be unreasonably withheld required to prepay the Revolving Credit Loans in accordance with Sections 6.13(b) and (c) but shall in any event comply with Section 6.13(d) (provided, however, if a Default or delayed Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Administrative Agent); then the Borrowers shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Loss Proceeds, to be applied in the case of a taking of an immaterial portion of any Propertymanner set forth in Sections 6.13(b) and (c) or, if applicable, Section 6.13(d). (c) Lender may (xAll mandatory prepayments pursuant to Section 6.13(b) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender above shall be entitled applied first, as a principal reduction of any Revolving Credit Loans in such order and such manner as Administrative Agent shall determined in its Sole Discretion, and second, to collect any other Obligations in such order and receive (such manner as set forth below) Administrative Agent shall determine in its Sole Discretion. Any prepayment of principal of any and Revolving Credit Loans shall include all Loss Proceeds. The reasonable expenses incurred by Lender in interest accrued thereon to the adjustment and collection date of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforsuch prepayment. (d) Except as provided in clause (A) of The Borrowers shall deliver to the next succeeding sentenceAdministrative Agent, promptly upon receipt thereof, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds that may have to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to prepay any Revolving Credit Loans or other Obligations pursuant to Section 6.13(c) above if not reinvested as permitted in Section 6.13(a), to be held as Collateral pending reinvestment in accordance with such Section 6.13(a). Upon the cost of restoringBorrowers’ request, repairing, replacing or rebuilding such Property or part thereof subject any cash amounts delivered to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected Administrative Agent to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (ivheld as Collateral under this Section 6.13(d) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall may be applied to repay the cost of restoring, repairing, replacing Revolving Credit Loans or rebuilding such Property or part thereof subject to the Casualty or Condemnation, other Obligations in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenuesorder provided above. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any In the event that a Casualty Event or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnationshall have occurred prior to Closing, except to the extent permitted by law. Upon Lender’s requestof a Material Casualty Event or Material Condemnation Event that results in a termination of this Agreement pursuant to Section 8.01(d), Borrower shall deliver (i) with respect to Lender all instruments reasonably requested by it to permit such participation. Borrower shallany Condemnation, Buyers, at its sole cost Closing, shall receive a credit against the JCC Membership Interests Purchase Price for the actual amount of any award paid to the Seller, net of any actual reasonable, out-of-pocket expenses incurred in obtaining same and expenseless any portion of such award applied by the Seller to restoration of the Company Real Property in compliance with Section 6.01 in a good and work like manner and in compliance with applicable law and contracts using new materials, diligently prosecute the quality of which is not less than that of the affected Company Real Property and using duly licensed, reputable and financially solvent architects, engineers and contractors, and an assignment of the Seller’s right to any award then payable or that thereafter may become payable by or on behalf of the condemning authority with respect to the Company Real Property and (ii) with respect to any Casualty Event, the Buyers, at Closing, shall receive a credit against the JCC Membership Interests Purchase Price for the amount of the deductible with respect to any applicable insurance policies plus all insurance proceeds actually received by the Seller as a result of such proceedingsloss, net of any actual reasonable, out-of-pocket expenses incurred in obtaining same and less any portion of such insurance proceeds (x) applied by the Seller to restoration of the Company Real Property in compliance with Section 6.01 in a good and workerlike manner and in compliance with applicable law and contracts using new materials, the quality of which is not less than that of the affected Company Real Property and using duly licensed, reputable and financially solvent architects, engineers and contractors or (y) constituting proceeds of business interruption that is applicable to any period prior to the Closing Date, and an assignment of the Seller’s rights to all such insurance proceeds then payable or that thereafter may become payable. The Seller shall not, and shall consult cause the Company not to, settle any claim with Lender, its attorneys and experts, and cooperate with them in the carrying on respect to any Material Casualty Event or defense of any such proceedings. Borrower shall not consent or agree to a Material Condemnation or action in lieu thereof Event without the Buyers’ prior written consent of Lender in each instanceconsent, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertydelayed. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender In the event of any Casualty damage or Condemnation or destruction of the actual Sublet Premises or threatened commencement other portion of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking the Building by any public fire or quasi-public authority accomplished through a Condemnation other casualty, this Sublease shall not terminate, unless the Prime Lease shall terminate, absolutely or any transfer made in lieu of or in anticipation of a Condemnation, with regard to the extent permitted by law. Upon Lender’s requestSublet Premises, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of the Prime Lease, or except as expressly set forth in this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement 9. The rental obligation of Subtenant shall xxxxx or be prorated only if Sublessor’s rental and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold additional rental obligations with respect to any Property, with full power of substitution, subject the Sublet Premises is abated pursuant to the terms of this Section 5.16, to settle for, collect the Prime Lease. It is understood and receive all Loss Proceeds and agreed that any other awards, damages, insurance proceeds, payments repair or other compensation from restoration required under the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any terms of the Indebtedness is outstandingPrime Lease, in connection with either a casualty or condemnation, shall be deemed coupled with an interestperformed by Landlord to the extent Landlord is required to do so under the Prime Lease, and that Sublessor shall survive the voluntary or involuntary dissolution of Borrower)have no obligations with respect thereto. (fb) If Borrower is not entitled to apply Loss Proceeds toward Notwithstanding anything contained in this Sublease or the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election Prime Lease to the prepayment contrary, following any material fire or other casualty to the Sublet Premises, Sublessor shall, within a reasonable period of time following receipt of Landlord’s Restoration Certificate as described in Section 16.B. of the Loan and shall be accompanied by interest through Prime Lease, deliver a notice (the end “Sublessor Restoration Notice”) to Subtenant setting forth the estimated number of days from the date of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding casualty necessary for the entire Interest Accrual PeriodLandlord to complete Landlord’s Casualty Restoration Work and for Sublessor to complete the Sublessor Casualty Restoration Work (defined below). Upon any prepayment pursuant If the estimated aggregate time to this Section 5.16(f)restore the Sublet Premises as set forth in the Sublessor Restoration Notice is in excess of nine (9) months from the date of casualty, the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower then either party shall have the rightright to terminate this Sublease by written notice to the other party, regardless of any restrictions contained in this Agreement, to pay to Lenderwhich notice shall be delivered within ten (10) business days after the Sublessor Restoration Notice (and, in addition the case of the Sublessor electing to terminate, may be included in the Sublessor Restoration Notice); failure to deliver such Loss Proceedstermination notice within such 10-business day period shall render such right null and void. In such event, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment termination shall be applied by Lender effective as of the later to occur of either (a) the date of the material fire or other casualty or (b) the date Subtenant ceased operations in the Sublet Premises as a prepayment result of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes such material fire or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determinecasualty. (gc) Notwithstanding anything If the Sublease is not terminated in this accordance with Section 5.16 that would permit 9(b) hereof, then, upon Landlord’s completion of the application of Loss Proceeds to Landlord Casualty Restoration Work, Sublessor shall complete the restoration of the applicable Sublet Premises to the condition immediately prior to the material fire or other casualty (the “Sublessor Casualty Restoration Work”). Regardless of whether this Sublease is terminated, Subtenant shall cause its insurance carrier to pay proceeds for the Walls/Partitions, Systems Furniture, Personal Property, if immediately following a release of and Subtenant’s HVAC as well as any portion of alterations in the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail Sublet Premises directly to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f)Sublessor; provided, however, if such proceeds are in fact paid directly to Subtenant, Subtenant shall promptly remit same to Sublessor. (d) In the aggregate Loss Proceeds are insufficient for such purpose, then event the full amount Prime Lease is terminated due to a taking of such Loss Proceeds shall be applied toward the repayment all or any portion of the Loan premises leased by Sublessor pursuant to Section 5.16(f). Any prepayment made pursuant the Prime Lease, Subtenant shall have no claim against Sublessor or the Landlord for the value of any unexpired term of this Sublease or any other claim, nor any claim or right to this Section 5.16(g) shall be made pursuant toany portion of any award or payment resulting from such condemnation, and in accordance withexcept that Subtenant may maintain a separate claim for its relocation expenses, Section 2.1as long as the same does not diminish the award payable to the Landlord or to Sublessor.

Casualty and Condemnation. (aSubject to the Parties’ ability to exercise their rights provided in Sections 9.1(e)(ii) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of and 9.2(e)(ii), in the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation event of a CondemnationCasualty Loss, to the extent permitted insurance proceeds, condemnation awards or other payments are not committed, used or applied by lawSeller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing (a) pay to Buyer all insurance, condemnation proceeds, awards and payments theretofore paid to Seller by reason of such Casualty Loss, less any reasonable costs and expenses, including any deductible, incurred by Seller in collecting same or in connection with such proceedings or the threat thereof promptly upon receipt. Upon Lender’s requestAny insurance, Borrower shall deliver condemnation proceeds, awards and payments (or any rights thereto) by reason of a Casualty Loss that are held by or owed to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in Seller for the carrying on account or defense benefit of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent third Person joint interest owners shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly Seller to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property Buyer pursuant to this Section 5.16, Borrower 8.11 and shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to instead be of substantially the same character as immediately prior transferred to the Condemnation successor operator or Casualty, all in accordance with other Person responsible therefor pursuant to the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed operating or other agreement. To the extent any Casualty Losses, individually or in accordance with the provisions of this Section 5.16aggregate, as reasonably determined exceed the insurance proceeds, condemnation awards and other payments arising from such Casualty Losses by Lendermore than $100,000, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full then the Purchase Price shall be deposited reduced by an amount equal to such excess amount, provided, however, that Buyer may notify Seller prior to Closing that it is waiving all reductions in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold Purchase Price with respect to any PropertyCasualty Losses, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor which case subsection (which power of attorney shall be irrevocable so long as any ii) of the Indebtedness is outstanding, closing conditions set forth in Sections 9.1(e) and 9.2(e) shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so appliedsatisfied. As soon as practicable, such Loss Proceeds Seller shall be applied on the first Payment Date following such election submit a claim to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property its insurance providers with respect to which such any Casualty Loss Proceeds are paid shall be reduced that arises or occurs on or after the date hereof but in an amount equal to any event before the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineClosing Date. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Notwithstanding any other provision of this Deed of Trust or the Credit Agreement, Beneficiary is authorized, at its option (for the benefit of the Secured Parties), to collect and receive, to the extent payable to any Loan Party, all insurance proceeds, damages, claims and rights of action under any insurance policies with respect to any casualty or other insured damage ("Casualty") to any portion of the Trust Property (collectively, "Casualty Proceeds"), unless the amount of the related Casualty Proceeds is less than $2,500,000 and an Event of Default shall give prompt not have occurred and be continuing, in which event Grantor may retain such Casualty Proceeds for application in accordance with this Section 1.07 to the extent that the Grantor has delivered a certificate to the Beneficiary within 10 days of such Casualty, stating that such Casualty Proceeds shall be applied, or shall be committed to be applied, within 180 days of such Casualty, in accordance with this Section 1.07; provided that to the extent such Casualty Proceeds are (i) not so applied, or committed to be so applied within 180 days of any such Casualty or (ii) if committed to be so applied within 180 days of any such Casualty, not so 8 188 applied within one year of such Casualty, Grantor shall promptly remit such Casualty Proceeds to Beneficiary to prepay the outstanding Term Loans as provided in Section 2.13(f) of the Credit Agreement. Grantor shall notify Beneficiary, in writing, promptly after Grantor obtains notice to Lender or knowledge of any Casualty or Condemnation or which Grantor reasonably believes will cost more than $500,000 to repair, which notice shall set forth a description of such Casualty and Grantor's good faith estimate of the actual amount of related damages. Subject to the foregoing limitations, Grantor shall endorse and transfer or threatened commencement of proceedings that would result in a Condemnationcause to be endorsed or transferred any Casualty Proceeds received by it or any other Loan Party to Beneficiary. (b) Lender may participate in Grantor will notify Beneficiary immediately upon obtaining knowledge of the institution of any proceedings action or proceeding for the taking of the Trust Property, or any taking by any part thereof or interest therein, for public or quasi-public authority accomplished through a Condemnation use under the power of eminent domain, by reason of any public improvement or any transfer made in lieu of condemnation proceeding, or in anticipation any other manner (a "Condemnation"). No settlement or compromise of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any claim in excess of $500,000 in connection with any such proceedings, and action or proceeding shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof be made without the prior written consent of Lender in each instanceBeneficiary, which consent shall not be unreasonably withheld or delayed in withheld. Beneficiary is authorized, at its option (for the case benefit of a taking of an immaterial portion the Secured Parties), to collect and receive all proceeds of any Propertysuch Condemnation (in each case, the "Condemnation Proceeds") unless the amount of such Condemnation Proceeds is less than $2,500,000 and an Event of Default shall not have occurred and be continuing, in which event Grantor may retain such Condemnation Proceeds for application in accordance with this Section 1.07 to the extent that the Grantor has delivered a certificate to the Beneficiary within 10 days of such Condemnation, stating that such Condemnation Proceeds shall be applied, or shall be committed to be applied, within 180 days of such Condemnation, in accordance with this Section 1.07; provided that to the extent such Condemnation Proceeds are (i) not so applied, or committed to be so applied within 180 days of any such Condemnation or (ii) if committed to be so applied within 180 days of any such Condemnation, not so applied within one year of such Condemnation, Grantor shall promptly remit such Condemnation Proceeds to Beneficiary to prepay the outstanding Term Loans as provided in Section 2.13(f) of the Credit Agreement. Subject to the foregoing limitations, Grantor shall execute or cause to be executed such further assignments of any Condemnation Proceeds as Beneficiary may reasonably require. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during In the continuance event of an Event a Condemnation of Default, settle and adjust any claims without the consent all or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess "substantially all" of the Restoration Threshold if such settlement or adjustment is carried out in Trust Property (a competent and timely manner, but Lender "substantially all" Condemnation) (which determination shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The made by Beneficiary in its reasonable expenses incurred by Lender discretion), unless Grantor shall have notified Beneficiary in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (writing promptly after such restoration, Condemnation that it intends to replace the fair market value of the Trust Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation (and no Default or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuingcontinuing at the time of such election), Lender Beneficiary or Grantor, as applicable, shall disburse to Borrower any Loss apply the Condemnation Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with received as a result of such Condemnation (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for less the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excesscosts, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined incurred by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited Beneficiary or Grantor in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits recovery of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (such Condemnation Proceeds, including reasonable attorneys’ fees ' fees, other charges and disbursements, and, if reasonably necessary ) to collect such proceeds, prepay the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, Term Loans as provided in Section 2.12.13(f) of the Credit Agreement, with any remaining Condemnation Proceeds being returned to or retained by Grantor. If Grantor shall elect to replace the Trust Property as contemplated above, (i) the replacement property shall not be subject of utility or value comparable to any Prepayment Fee (unless an Event that of Default is continuing) the replaced Trust Property and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order insufficiency of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss any Condemnation Proceeds to defray the restoration entire expense of the applicable Propertyrelated location, if immediately following a release acquisition and replacement of such replacement property shall in no way relieve Grantor of its obligation to complete the construction of any portion of replacement property if Grantor shall have made such election and shall have acquired the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1related real property.

Casualty and Condemnation. (a) If the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a "Casualty"), Borrower shall give prompt notice of such damage to Lender of any Casualty or Condemnation or Administrative Agent and shall promptly commence and diligently prosecute the completion of the actual Restoration of the Project as nearly as possible to the condition the Project was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Administrative Agent and otherwise in accordance with Section 3.2 hereof. Borrower shall pay all costs of such Restoration whether or threatened commencement not such costs are covered by insurance (provided that, if Net Proceeds are required to be made available to Borrower for Restoration pursuant to the terms of proceedings that would result in a CondemnationSection 3.2 hereof, they are made available to Borrower for Restoration). Administrative Agent may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. (b) Lender Borrower shall promptly give Administrative Agent notice of the actual commencement (or threat in writing) of any proceeding for the Condemnation of all or any part of the Project and shall deliver to Administrative Agent copies of any and all papers served in connection with such proceedings (or received relating to such threatened proceedings). Administrative Agent may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnationsuch proceedings, and Borrower shall, from time to the extent permitted by law. Upon Lender’s requesttime, Borrower shall deliver to Lender Administrative Agent all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with LenderAdministrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall not consent or agree continue to a Condemnation or action pay the Loans at the time and in lieu thereof without the prior written consent of Lender manner provided for its payment in each instance, which consent the Notes and in this Agreement and the Loans shall not be unreasonably withheld reduced until any Award shall have been actually received and applied by Administrative Agent, after the deduction of expenses of collection, to the reduction or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess discharge of the Restoration Threshold if such settlement or adjustment is carried out in a competent Loans. Administrative Agent and timely manner, the Lenders shall not be limited to the interest paid on the Award by the condemning authority but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender out of the Award interest at the rate or rates provided herein or in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld)Notes. If Lender reasonably estimates that the cost to restore will exceed the Restoration ThresholdProject or any portion thereof is taken by a condemning authority, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for promptly commence and diligently prosecute the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% Restoration of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, Project and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance otherwise comply with the provisions of this Section 5.163.2 hereof. If the Project is sold, as reasonably determined through foreclosure or otherwise, prior to the receipt by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess Administrative Agent of the Restoration Threshold with respect to any PropertyAward, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower Administrative Agent shall have the right, regardless of any restrictions contained in this Agreementwhether or not a deficiency judgment on the Notes shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineLoans. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Notwithstanding anything to the contrary implied or provided by law or in equity, if, prior to the Closing, any material portion of the Premises is damaged by fire, the elements or any other casualty or if any material portion of the Premises is taken by eminent domain or otherwise, Cedar shall give prompt have the right to terminate this Agreement by written notice to Lender the owners, and Escrowee given by Cedar within fifteen (15) days after Owners shall notify Cedar in writing of any Casualty or Condemnation or such casualty, whereupon the Letter of Credit shall be promptly returned to Cedar, together with a letter from Escrowee to the issuer of the Letter of Credit authorizing the cancellation thereof, and this Agreement and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement). If Cedar does not terminate this Agreement, this Agreement shall remain in full force and effect and the parties shall nonetheless proceed to the Closing in accordance with this Agreement, and all proceeds or awards received by the Owners (after deducting the Owners' actual out-of-pocket cost of collecting the same and any reasonable expenses that the Owners shall have incurred in restoring the Premises), or threatened commencement the Owners' rights to such proceeds or awards, from such taking or casualty shall be assigned (by documentation reasonably satisfactory to Cedar and the Owners) by the Owners to Cedar, and the Owners shall pay over to Cedar at the Closing an amount equal to the amount, if any, by which the amount of proceedings the deductible under the applicable insurance policy for the Premises that would result is in a Condemnationeffect at the time of such casualty shall be greater than the deductible as of the date of this Agreement, if any, on the applicable insurance policy for the Premises. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower The Owners shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense promptly notify Cedar of any such proceedingscasualty and of any proposed taking. Borrower The Owners shall not consent adjust or agree to a Condemnation settle any claims in connection with any casualty or action in lieu thereof proposed taking or enter into any construction or other contract for the repair or the restoration of the Premises without the Cedar's prior written consent of Lender in each instanceconsent, which consent shall not be unreasonably withheld or delayed delayed. Notwithstanding the foregoing, in the case event of a fire or other casualty at the Premises, Cedar's prior consent shall not be required for any action which the owners shall elect to take in order to repair or remediate any condition which poses a danger to the health and welfare of Tenants, their invitees, and/or the general public or as otherwise required by the Tenant Leases. (c) In the event there is damage to or destruction of an immaterial part of the Premises by fire or other casualty or a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness Premises, Cedar shall not have the right to terminate this Agreement, all proceeds or awards received by the Owners (after deducting the Owners' actual out-of-pocket cost of collecting the same and any reasonable expenses that the Owners shall have incurred in restoring the Premises), or the Owners' rights to proceeds or awards, from such taking or casualty shall, at the Closing, be assigned (by documentation in form and substance reasonably satisfactory to Cedar and the Owners) by the Owners to Cedar, and the Owners shall pay over to Cedar at the Closing an amount equal to the amount, if any, by which the amount of the deductible under the applicable insurance policy for the Premises that is in effect at the time of such casualty shall be reimbursed by Borrower to Lender upon demand thereforgreater than the deductible as of the date of this Agreement, if any, on the applicable insurance policy for the Premises. (d) Except as provided in clause For purposes of this Section 11, a casualty or condemnation shall be deemed material if such casualty or condemnation affects more than fifty percent (A50%) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess square footage of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesPremises. (e) Borrower shall cooperate with Lender in obtaining for Lender The parties hereby waive the benefits provisions of any Loss Proceeds lawfully statute which provides for a different outcome or equitably payable to Lender treatment in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration event of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as casualty or a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determinetaking. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) In the event of any Casualty or Condemnation, Borrower shall give prompt notice thereof to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by lawLender. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower reasonably settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except provided that if no Event of Default has occurred and is continuing, Borrower may may, without Lender, settle and adjust claims aggregating not in excess of the Restoration Threshold $4,000,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled and hereby is authorized to collect and receive (as set forth below) receipt for any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon within five days after demand therefor. (db) Except as provided in clause (A) of the next succeeding sentence, all All Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to shall be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions terms of the Ground Lease that require such proceeds to disbursement set forth belowbe applied toward payment of Ground Rent). If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender:: 63 (i) the Condemnation or Casualty did not render untenantable more than 10% (in the case of a Condemnation) or 30% (in the case of a Casualty, ) of the aggregate rentable area of the Property; (Aii) the cost of restoration would Condemnation or Casualty did not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, contributing more than 2530% of the gross rentable area of Operating Income during the 12-month period immediately preceding such Property, Condemnation or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such PropertyCasualty; (iii) restoration of such the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;; and (iv) (after such restoration, the fair market value of the Property is reasonably expected to will equal at least the fair market value of such the Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such the Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy or if restoration of the Property; Property is required by the Ground Lease, or if Lender otherwise elects to allow Borrower to restore such the Property, thenthen the Loss Proceeds shall be held and disposed of pursuant to, and under the conditions set forth in, Article 15 of the Ground Lease. To the extent not inconsistent with Article 15 of the Ground Lease, the following terms shall apply: provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the below (and Borrower is required or permitted hereby covenants and agrees to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, commence as promptly and diligently as practicable, practicable to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable quality and character of the Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such proceeds to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s 's being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any the remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s 's certificates, waivers of lien, contractor’s 's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold $7,000,000 be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold$7,000,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s 's request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses disbursements of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restorationrestoration (or substantial completion if same is commercially reasonable). Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens liens or claims for Lienlien. Provided After the restoration of the Property has been completed and all related payments have been made, provided no Event of Default is continuing, any amounts remaining in the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full Account shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenuesremitted to Borrower. (ec) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the PropertiesProperty. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ ' fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Proceeds. (fd) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a the Property pursuant to Section 5.16(d5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender ), and shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit be accompanied by interest through the application of Loss Proceeds to the restoration end of the applicable Property, if immediately following a release Interest Accrual Period. No Yield Maintenance Premium shall be payable in respect of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.15.16(d).

Casualty and Condemnation. (a) In the event of any Casualty or Condemnation, Borrower shall give prompt notice thereof to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by lawLender. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except provided that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold $10,000,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled and hereby is authorized to collect and receive (as set forth below) receipt for any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (db) Except as provided in clause (A) of the next succeeding sentence, all All Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender: (i) the Condemnation or Casualty did not render untenantable more than 10% (in the case of a Condemnation) or 30% (in the case of a Casualty, ) of the aggregate rentable area of the Property (Aexcluding the public park contained within the Property); (ii) the cost of restoration would Condemnation or Casualty did not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, contributing more than 2530% of the gross rentable area of Operating Income during the 12-month period immediately preceding such Property, Condemnation or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such PropertyCasualty; (iii) restoration of such the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;; and (iv) (after such restoration, the fair market value of the Property is reasonably expected to will equal at least the fair market value of such the Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such the Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such the Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the below (and Borrower is required or permitted hereby covenants and agrees to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, commence as promptly and diligently as practicable, practicable to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable quality and character of the Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such proceeds to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any the remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold $15,000,000 be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold$15,000,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses disbursements of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenueslien. (ec) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the PropertiesProperty. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Proceeds. (fd) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a the Property pursuant to Section 5.16(d5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender ), and shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit be accompanied by interest through the application of Loss Proceeds to the restoration end of the applicable Property, if immediately following a release Interest Accrual Period. No Yield Maintenance Premium shall be payable in respect of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.15.16(d).

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Presidents Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Presidents Borrower, or (z) allow Presidents Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Presidents Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold $500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (db) Except as provided in clause (A) of the next succeeding sentence, all All Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Presidents Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender: (i) in the case of a CasualtyCasualty of any of the Properties, (A) the cost of restoration would not exceed 3025% of the applicable Allocated Maximum Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of the such Property; (ii) in the case of a CondemnationCondemnation of any of the Properties, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property any of the Properties is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;; and (iv) (after such restoration, the fair market value of the any restored Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Presidents Borrower to restore such Propertyany of the Properties, then, provided no Event of Default is continuing, then the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding each of such Property Properties or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, below (and RKB Borrower shall commencecause Presidents Borrower to, and Presidents Borrower shall, commence as promptly and diligently as practicable, practicable to prosecute such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable Property to be quality and character of substantially the same character as such Properties immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 Presidents Borrower upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold $500,000 be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold$500,000, Lender may retain a local construction consultant to inspect such work and review Presidents Borrower’s request for payments and RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (ec) RKB Borrower shall cause Presidents Borrower to, and Presidents Borrower shall, cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (fd) If Presidents Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property one of the Properties pursuant to Section 5.16(d5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal All prepayments of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to made in accordance with this Section 5.16(f5.16(d) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with Senior Loan until the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance Senior Principal Indebtedness has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds then to the restoration of Junior Loan until the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail Junior Principal Indebtedness has been reduced to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1zero.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XIV, (i) if all or a portion of the Real Property is damaged or destroyed in whole or in part by a Casualty, any insurance proceeds payable with respect to such Casualty up to $1,000,000 shall give prompt notice be paid directly to Lender the Lessee, or if received by the Lessor, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of the Real Property and (ii) if the use, access, occupancy, easement rights or title to the Real Property or any part thereof is the subject of a Condemnation, then any award or compensation relating thereto up to $1,000,000 shall be paid to the Lessee. Any insurance proceeds or condemnation award or compensation (other than insurance proceeds payable by any Affiliate of Lessee) in excess of $1,000,000 for any single Casualty or Condemnation or shall be held in trust by the Lessor in a segregated account for reimbursement to the Lessee from time to time during the course of the actual Lessee’s restoration of the Real Property and compliance with the provisions of Section 9.1. Any such amounts held by the Lessor shall be invested by the Lessor from time to time, with all interest and earnings on such investments being payable to the Lessee promptly upon receipt thereof by Lessor from time to time. All amounts held by the Lessor on account of any award, compensation or threatened commencement of proceedings that would result insurance proceeds paid directly to or otherwise received by the Lessor shall promptly be remitted to the Lessee to be applied in a Condemnationaccordance with this Section 14.1. (b) Lender The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee’s reasonable request, and at the Lessee’s sole cost and expense, the Lessor shall participate in any proceedings for such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor on the one hand, and the Lessee, on the other hand, in and to any taking by any public such award, compensation or quasi-public authority accomplished through insurance payment. (c) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Real Property or any transfer made material interest therein, the Lessor or the Lessee, as the case may be, shall give notice thereof to each other promptly after the receipt of such notice. (d) If pursuant to this Section and Section 16.1 this Lease shall continue in lieu of or in anticipation of full force and effect following a Condemnation, Casualty and Condemnation with respect to the extent permitted by law. Upon Lender’s requestReal Property, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower the Lessee shall, at its sole cost and expense, promptly and diligently prosecute repair any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in damage to the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered Real Property caused by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in conformity with the manner set forth below or requirements of Sections 9.1 and 10.1 using the as-built plans and specifications for the Real Property (Bas modified to give effect to any subsequent Modifications, any Condemnation affecting the Real Property and all Applicable Law) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs so as to which restore the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Real Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market same condition and value of such Property as existed immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in Condemnation with such Modification as the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and Lessee may elect in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior Section 10.1. In such event, title to the Condemnation or Casualty, all in accordance Real Property shall remain with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, Lessor subject to the terms of this Section 5.16Lease. Upon completion of such restoration, the Lessee shall furnish the Lessor a certificate of completion confirming that such restoration has been completed pursuant to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)this Lease. (fe) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds In no event shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account affect the Lessee’s obligations to pay Rent pursuant to Article III or to perform its obligations and pay any proposed restoration amounts due on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan Expiration Date or pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Article XVIII.

Casualty and Condemnation. (a) Borrower shall give Holdings will furnish to the Agents and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation other damage to any portion of any Collateral with a value exceeding $1,000,000 or of the actual or threatened commencement of proceedings that would result in a Condemnationany action or proceeding for the taking of any such Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any event described in any proceedings for any taking paragraph (a) of this Section results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Collateral Agent is authorized and empowered to collect such Net Proceeds and, if received by any public Loan Party, such Net Proceeds shall be paid over to the Collateral Agent; provided that, if at the time of such collection or quasi-public authority accomplished through receipt, an Event of Default shall not have occurred and be continuing, then such Net Proceeds may be retained by, or paid over to, the Loan Parties if such Net Proceeds shall not exceed $5,000,000. All such Net Proceeds retained by or paid over to the Collateral Agent shall be held by the Collateral Agent as Collateral and released from time to time as provided below to pay the costs of repairing, restoring or replacing the affected property or purchasing additional property constituting Collateral in accordance with the terms of this Agreement and the applicable provisions of the Security Documents, subject to the provisions of the Security Documents regarding application of such Net Proceeds during a Condemnation or any transfer made in lieu of or in anticipation Default. Holdings may deliver to the Agents a certificate (or, from time to time, certificates) of a Condemnation, Financial Officer certifying that such Net Proceeds held as Collateral (or a portion thereof specified in such certificate) are to be released and applied for the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instancepurposes specified above, which consent certificate shall set forth a reasonably detailed description of the application thereof, attach invoices or receipts to be paid or reimbursed with the funds so released and certify that a Notice of Enforcement is not in effect and no Secured Party is entitled to deliver a Notice of Enforcement at the time (in which case such Net Proceeds or the specified portion thereof, as applicable, shall be unreasonably withheld or delayed in released by the case of a taking of an immaterial portion of any PropertyCollateral Agent for such purpose). (c) Lender may (x) jointly with Borrower settle and adjust If any claims, (y) during Net Proceeds retained by or paid over to the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except Collateral Agent as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds above continue to be initially deposited into held by the Loss Proceeds Account and subsequently deposited into Collateral Agent on the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default date that any prepayment is continuing, if the Loss Proceeds due pursuant to Section 2.03(b) in respect of a particular Casualty or Condemnation are not the event resulting in excess of the Restoration Threshold and the costs of completing the restoration of such Property areNet Proceeds, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss then such Net Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount prepay Borrowings and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Other Senior Secured Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c2.03(b), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty If all or Condemnation or a portion of the actual Leased Property is damaged or threatened commencement of proceedings that would result destroyed in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of whole or in anticipation of part by a CondemnationCasualty (other than a Significant Casualty, which shall be governed by SECTION 15.1) any insurance proceeds payable with respect to the extent permitted such Casualty, shall be paid directly to Lessor, or if received by law. Upon Lender’s requestAdministrative Agent or Lenders, Borrower shall deliver be paid over to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingsLessor, and shall consult with Lenderin each case be advanced to Lessee to be used solely for the reconstruction, its attorneys refurbishment and expertsrepair of Leased Property, and cooperate with them in if the carrying on use, access, occupancy, easement rights or defense title to the Leased Property or any part thereof is the subject of any such proceedings. Borrower shall not consent or agree to a Condemnation (other than a Significant Condemnation), then any award or action in lieu thereof without compensation relating thereto, shall be paid to Lessor and shall be used solely for the prior written consent restoration of Lender in each instance, which consent shall not be unreasonably withheld the Leased Property such insurance proceeds or delayed condemnation awards and any amounts in the case of either a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent Casualty or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall Condemnation will be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender applied in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as manner provided for in clause (ASection 5.3(i) of the next succeeding sentence, all Loss Proceeds from any Participation Agreement. Any insurance proceeds or condemnation award payable with respect to a Casualty or Condemnation aggregating more than $5,000,000 shall be immediately deposited into held in trust by Administrative Agent in a segregated account for reimbursement to Xxxxxx from time to time during the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event course of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess Xxxxxx's restoration of the Restoration Threshold Leased Property and compliance with the costs provisions of completing the restoration of SECTION 9. 1. Any such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid amounts held by the insurance company directly to Borrower, the same may be retained by Borrower and Administrative Agent shall be invested by Administrative Agent at the direction of Lessor from time to time, with all interest and earnings on such investments being applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after promptly upon receipt thereof by Lender and reimbursement Administrative Agent from time to time to reduce the then outstanding amount of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all Lease Balance in accordance with the terms hereof applicable provisions of Section 5.3(i) of the Participation Agreement. All amounts held by Administrative Agent, Lessor or any of the Participants on account of any award, compensation or insurance proceeds paid directly to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been otherwise received by Lender but have not been made available Lessor, Administrative Agent or any of the Participants shall promptly be remitted to Borrower)Lessee (or if the immediately preceding sentence is applicable, Administrative Agent) to be applied in accordance with this SECTION 14.1. Provided that no Notwithstanding the foregoing, if any Lease Event of Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds shall disburse be paid directly to Borrower any Loss Proceeds required Administrative Agent or, if received by Lessee, shall be held in trust for the Participants and shall be paid over by Lessee to Administrative Agent to be so disbursed pursuant distributed by Administrative Agent in accordance with the Participation Agreement. All amounts held by Lessor or Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to this Section 5.16 upon Lender’s being furnished with Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, in each case after the occurrence and during the continuance of a Lease Event of Default shall at the option of Lessor (i) evidence reasonably satisfactory to it at the direction of the estimated cost Required Participants) either be (A) paid to Lessee for the repair of completion damage caused by such Casualty or Condemnation in accordance with this CLAUSE (a), or (B) applied to Lease Balance and any other amounts owed by Lessee under the Operative Documents in accordance with ARTICLE XVI. (b) In the event any part of the restorationLeased Property becomes subject to condemnation or requisition proceedings, (ii) funds, or assurances reasonably satisfactory Lessee shall give notice thereof to Lender that such funds are available and sufficient in addition to any remaining Loss ProceedsLessor promptly after Lessee has knowledge thereof and, to complete the proposed restoration (including for any reasonable costs and expenses extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Lender Default exists, in which case Lessor shall be entitled to be incurred in administering control such restoration) and for payment of the Indebtedness as it becomes due and payable during the restorationnegotiations; PROVIDED, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, that in any event, require Lessor may participate at Lessor's expense (or if an Event of Default exists, at Xxxxxx's expense) in such negotiations, PROVIDED, in all cases, that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold no settlement shall be submitted to and approved by Lender made without Lessor's prior to commencement of work (written consent, which approval shall will not be unreasonably withheld)withheld or delayed. Lessee shall give to Lessor such information and copies of such documents which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by ARTICLE XIII, and are in the possession of Lessee, as are reasonably requested by Xxxxxx. If Lender reasonably estimates the proceedings relate to a Significant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this SECTION 14.1(b) shall diminish Lessor's rights with respect to condemnation awards and property insurance proceeds under ARTICLES XIII or XIV. (c) In no event shall a Casualty or Condemnation affect Lessee's obligations to pay Rent pursuant to SECTION 3.1 or to perform its obligations and pay any amounts due on the Expiration Date or pursuant to ARTICLES XVIII, XIX and XX. (d) If, pursuant to this ARTICLE XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, and provided that the all insurance proceeds or condemnation proceeds received by Lessor have been made available to Lessee, Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Leased Property has been completed in accordance with this CLAUSE (d) Lessee shall pay the provisions of this Section 5.16shortfall), as reasonably determined promptly and diligently repair any damage to the Leased Property caused by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred such Casualty or Condemnation in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance conformity with the Cash Management Agreement requirements of SECTIONS 9.1 and 10.1 so as if to restore the Leased Property to at least the same were Revenues. (e) Borrower condition and value as existed immediately prior to such Casualty or Condemnation. In such event, title to the Leased Property shall cooperate remain with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, Lessor subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period)Lease. Upon any prepayment completion of such restoration, Lessee shall furnish to Lessor a Responsible Officer's Certificate to Lessor confirming that such restoration has been completed pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineLease. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) The Borrower shall give will -------------------------- furnish to the Administrative Agent and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation or other insured damage to any portion of any Collateral having a fair market value (as determined in good faith by the board of directors of the actual Borrower) in excess of $2,000,000 or threatened the commencement of proceedings that would result any action or proceeding for the taking of any Collateral or any part thereof or interest therein having a fair market value (as determined in a Condemnationgood faith by the board of directors of the Borrower) in excess of $2,000,000 under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any event described in any proceedings paragraph (a) of this Section results in Net Proceeds (determined for any taking purposes of this Section 5.08 without regard to the final proviso in the definition of the term "Net Proceeds" and whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation Catalytica, the Borrower or any transfer made in lieu of or in anticipation of a CondemnationRestricted Subsidiary, such Net Proceeds shall be paid over to the Administrative Agent; provided that (i) to the extent permitted by law. Upon Lender’s requestthe aggregate Net Proceeds in respect of such event (other than proceeds of business income insurance) are less than or equal to $15,000,000, such Net Proceeds shall be paid over to the Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost unless an Event of Default has occurred and expense, diligently prosecute any such proceedingsis continuing, and (ii) all proceeds of business income insurance shall consult be paid over to the Borrower unless an Event of Default has occurred and is continuing. All such Net Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with Lenderthe terms of the applicable Security Document, its attorneys and experts, and cooperate with them in subject to the carrying on or defense provisions of any the applicable Security Document regarding application of such proceedings. Borrower shall not consent or agree to Net Proceeds during a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyDefault. (c) Lender may (x) jointly with Borrower settle and adjust If any claims, (y) during Net Proceeds retained by or paid over to the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except Administrative Agent as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds above continue to be initially deposited into held by the Loss Proceeds Account and subsequently deposited into Administrative Agent on the Cash Management Account in installments as and when date that is 365 days after the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration receipt of such Property areNet Proceeds, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss then such Net Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, prepay Term Borrowings as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c2.10(b), shall be applied to except as otherwise provided in the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration definition of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1term Net Proceeds.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XIV, if all or any portion of the Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall give prompt notice control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to Lender control such negotiations) and, except as otherwise provided in this Section 14.1, any insurance proceeds payable with respect to such Casualty up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid directly to Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is the subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), then any award or compensation relating thereto up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid to Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent or, if received by Lessee, shall be held in trust for the Participants and shall be paid over by Lessee to the Administrative Agent. All amounts held by Lessor or the Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or the Administrative Agent or turned over to Lessor or the Administrative Agent shall be distributed to Lessee and used by Lessee to restore the Leased Property as required herein, provided, however, in each case after the occurrence and during the continuance of an Event of Default shall at the option of Lessor (at the direction of the Required Participants) either be (A) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with this clause (A), or of (B) applied to the actual or threatened commencement of proceedings that would result Lease Balance and any other amounts owed by Lessee under the Operative Documents in a Condemnationaccordance with Article XVI. (b) Lender may participate in In the event any part of the Leased Property becomes subject to condemnation or requisition proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnationduring the Term, Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by law. Upon LenderApplicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations; provided, that in any event, Lessor may participate at Lessor’s requestexpense (or if an Event of Default exists Lessor may control or participate at Lessee’s expense) in such negotiations; and provided in all cases, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof that no settlement will be made without the Lessor’s prior written consent of Lender in each instance, (which consent shall not be unreasonably withheld or delayed delayed) unless, in connection with a Significant Condemnation, such settlement (together with any additional payment made by Lessee to Lessor, if applicable) is equal to or greater than the Lease Balance (in which case, no Lessor consent shall be required). Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the case possession of Lessee, as are reasonably requested by Lessor. If the proceedings relate to a taking of an immaterial portion of any PropertySignificant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) Lender may (x) jointly with Borrower settle In no event shall a Casualty or Condemnation affect Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and adjust pay any claims, (y) during amounts due on the continuance of an Event of Default, settle Expiration Date or pursuant to Articles XVIII and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforXXI. (d) Except as provided If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with this clause (A) of d), Lessee shall pay the next succeeding sentenceshortfall), all Loss Proceeds from promptly and diligently repair any Casualty or Condemnation shall be immediately deposited into damage to the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered Leased Property caused by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in conformity with the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs requirements of Sections 9.1 and 10.1 so as to which restore the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Leased Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property same condition and value, in each case in all material respects, as existed immediately prior to such Casualty or Condemnation or Casualty (assuming the affected portion of subject to such Property is relet); and (v) all necessary approvals modifications and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied adaptions to the cost Leased Property as may be required to take into account the loss of restoringproperty resulting from a condemnation). In such event, repairing, replacing or rebuilding such Property or part thereof subject title to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Leased Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance remain with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, Lessor subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period)Lease. Upon any prepayment completion of such restoration, upon the request of Lessor, Lessee shall furnish to Lessor a Responsible Officer’s Certificate confirming that such restoration has been completed pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineLease. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice Subject to Lender the provisions of this Article XVIII, if all or a portion of any Leased Asset is damaged or destroyed in whole or in part by a Casualty or Condemnation or of is the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation subject of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: then (i) in the case of a Casualty, (A) Casualty where the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount affected Leased Asset in the reasonable judgment of the Lessor and the Collateral Agent is (Bx) less than or equal to the Threshold Amount, any insurance proceeds payable with respect to such Casualty does not render untenantableshall be paid directly to the Lessee, or result if received by the Lessor or Collateral Agent, shall be paid over to the Lessee for the reconstruction, refurbishment and repair of such Leased Asset, (y) greater than the Threshold Amount, any insurance proceeds payable with respect to such Casualty shall be paid to the Lessor but may be obtained by the Lessee and used for the purpose of reconstructing, refurbishing and repairing the affected Leased Asset upon submission to the Lessor and the Collateral Agent of a Responsible Employee's Certificate to the effect that such Leased Asset can be fully restored to the condition required under this Lease prior to the end of the Base Term for such Leased Asset (after giving effect to any extensions of such Base Term) and as to the cost of such restoration (accompanied by, in the cancellation case of Leases coveringa Leased Asset consisting of Property, more than 25% an Architect's certificate as to the foregoing matters) plus a statement as to the Lessee's affirmative ability to finance such restoration, and upon receipt of such certificate(s) in form reasonably satisfactory to the Lessor and the Collateral Agent such amounts shall be made available to the Lessee in the manner contemplated by the Construction Agency Agreement with respect to Construction and if the foregoing certificate(s) are not delivered to the Lessor and the Collateral Agent such proceeds shall be applied toward the payment of the gross rentable area of Lease Balance for such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; Leased Asset and (ii) in the case of a Condemnation, Condemnation such award or compensation shall be paid to the Condemnation does not render untenantable, or result and the Collateral Agent to be applied in the cancellation of Leases covering, more than 15% reasonable discretion of the gross rentable area of such Property; (iii) Collateral Agent, after consultation with the Required Participants to the restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to affected Leased Asset or toward the Maturity Date; (iv) (after such restoration, the fair market value payment of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation Lease Balance; provided, however, that if a Default or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds shall disburse be paid directly to Borrower the Collateral Agent or, if received by the Lessee, shall be held in trust for the Collateral Agent and shall be paid over by the Lessee to the Collateral Agent. All amounts held by the Lessor when a Default or Event of Default exists hereunder on account of any Loss Proceeds required award, compensation or insurance proceeds either paid directly to the Collateral Agent or turned over to the Collateral Agent shall at the request of the Required Participants either be so disbursed (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with clause (d) of this Section 18.1, or (ii) (A) if a Default exits, held by the Lessor until such Default is cured or becomes an Event of Default or (B) if an Event of Default exists, applied toward the payment of the Lease Balance of the affected Leased Asset. (b) The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Lessor shall participate in any such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and the Lessee in and to any such award, compensation or insurance payment. (c) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of any Leased Asset or any interest therein, the Lessor or the Lessee, as the case may be, shall give notice thereof to the other and to the Collateral Agent promptly after the receipt of such notice. (d) If pursuant to this Section 5.16 upon Lender’s being furnished 18.1 and Section 19.1 this Lease shall continue in fullforce and effect following a Casualty or Condemnation with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition respect to any remaining Loss ProceedsLeased Asset, the Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to complete restore such Leased Asset in accordance with this paragraph, the proposed restoration (including for Lessee shall pay the shortfall), promptly and diligently repair any reasonable costs damage to such Leased Asset caused by such Casualty or Condemnation in conformity with the requirements of Sections 13.1 and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may14.1 using, in the case of any eventProperty, require that all the as-built plans and specifications for restoration reasonably estimated by Lender such Property (as modified to exceed give effect to any subsequent Modifications, any Condemnation affecting such Property and all applicable Requirements of Law) so as to restore such Leased Asset to at least the Restoration Threshold be submitted to same condition, operation, function and approved by Lender value as existed immediately prior to commencement of work (which approval shall not be unreasonably withheld)such Casualty or Condemnation with such Modification as the Lessee may elect in accordance with Section 14.1. If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses Upon completion of such consultant (which fees and expenses restoration, the Lessee shall constitute Indebtedness). No payment shall exceed 90% of furnish the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completedLessor a Responsible Employee's Certificate and, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, case of any Loss Proceeds remaining on deposit with Lender after the restorationProperty, repair, replacement and/or rebuilding of the applicable Property an Architect's certificate confirming that such restoration has been completed in accordance with the provisions of pursuant to this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesLease. (e) Borrower In no event shall cooperate with Lender in obtaining for Lender a Casualty or Condemnation affect the benefits of Lessee's obligations to pay Rent pursuant to Section 7.1 or to perform its obligations and pay any Loss Proceeds lawfully amounts due on any Expiration Date or equitably payable pursuant to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees Articles XXII and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)XXV. (f) If Borrower is not entitled to apply Loss Any Excess Proceeds toward received by the restoration of a Property pursuant to Section 5.16(d) Lessor and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on held by the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price Collateral Agent in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account affecting any proposed restoration on Leased Asset shall be turned over to the remaining Property) Lessee upon the Loan would fail to satisfy a Lender 80% Determination, then so much full payment of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient Lease Balance for such purpose, Leased Asset and all other amounts then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, due and in accordance with, Section 2.1payable hereunder.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender promptly notify Agent of any Casualty loss, damage, or Condemnation destruction to any Collateral or any real property owned by Borrower whether or not constituting Collateral (collectively, "Property") or arising from its use, -------- whether or not covered by insurance. Agent is hereby authorized to adjust losses and collect all insurance proceeds (related to the Collateral) directly. If, notwithstanding the provisions hereof which require that Agent, on behalf of itself and the Lenders, be the sole loss payee, a check or other instrument from an insurer is made payable to Borrower or Borrower and Agent jointly, Agent may endorse Borrower's name thereon and take such other action as Agent may elect to obtain the proceeds thereof. After deducting from such proceeds the expenses, if any, incurred by Agent in the collection or handling thereof, Agent may apply such proceeds to the reduction of the actual Obligations in the manner set forth in Section 1.12 or, at Agent's option in its sole discretion, may permit or threatened commencement of proceedings that would result require ------------ Borrower to use such proceeds, or any part thereof, to replace, repair or restore such Collateral as provided in a Condemnationparagraph (c) below. (b) Lender Borrower shall promptly upon learning of the institution of any proceeding for the condemnation or other taking of any of its Property, notify Agent of the pendency of such proceeding, and agrees that Agent may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, such proceeding and Borrower from time to the extent permitted by law. Upon Lender’s request, Borrower shall time will deliver to Lender Agent all instruments reasonably requested by it Agent to permit such participation. Borrower shallAgent shall (and is hereby authorized to) collect any and all awards, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on payments or defense other proceeds of any such proceedings. Borrower shall not consent condemnation or agree taking and apply such proceeds to a Condemnation or action in lieu thereof without the prior written consent reduction of Lender in each instance, which consent shall not be unreasonably withheld or delayed the Obligations in the case of a taking of an immaterial portion of manner set forth in Section 1.12 or, at ------------ Agent's option in its sole discretion, may permit or require Borrower to use such proceeds, or any Propertypart thereof, to replace, repair or restore such Collateral as provided in paragraph (c) below. (c) Lender may Any Collateral which is to be replaced, repaired or restored pursuant to paragraph (xa) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (zb) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender above shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentencereplaced, all Loss Proceeds from any Casualty repaired or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior restored pursuant to such Condemnation terms and conditions as Agent may require and with materials and workmanship of substantially as good a quality as existed before such loss or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals taking, and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commencecommence such replacement, repair or restoration as promptly soon as practicable and proceed diligently as practicablewith it until completion to Agent's satisfaction. Borrower shall provide to Agent written progress reports, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion other information and in accordance with applicable law to cause the applicable Property to be evidence of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance its compliance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenuesforegoing. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of take all action reasonably required by Administrative Agent in connection with any Casualty Event to protect the interests of Borrower and/or Lender Parties, and Administrative Agent shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or Condemnation proceeding related thereto and to be represented therein by counsel of its choice. Borrower hereby irrevocably appoints Administrative Agent its true and lawful attorney-in-fact for all such purposes. Borrower shall not settle, adjust or compromise any such matter without the prior written approval of the actual or threatened commencement of proceedings that would result in a CondemnationAdministrative Agent. (b) Borrower hereby assigns to Administrative Agent, as security for the Obligations for the benefit of Lender may participate Parties, all amounts payable to Borrower in connection with any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a CondemnationCasualty Event (collectively, to the extent permitted by law“Compensation”). Upon Lender’s request, Borrower shall deliver all Compensation to Lender Administrative Agent immediately upon receipt. So long as (x) no Default or Event of Default exists, (y) the underlying Casualty Event is capable of repair or reconstruction to the same or a better standard as is provided in the Plans and Specifications, and (z) Administrative Agent reasonably determines that the Compensation and other funds available for the purpose are sufficient to complete the necessary repair or reconstruction, then, and in any such event any Compensation received by Administrative Agent shall be disbursed to Borrower for repairs and reconstruction subject to all instruments reasonably requested of the terms and conditions applicable to disbursement of Loan Proceeds; provided, however, that if the casualty occurs after the date of satisfaction of the requirement of substantial completion pursuant to Section 2.8(b)(i), and if the aggregate cost of such repair or reconstruction (as determined by it to permit such participation. Borrower shallAdministrative Agent in good faith) is more than 30% of the then-outstanding principal balance of the Loan, at then Administrative Agent may, in its sole cost and expensediscretion, diligently prosecute apply any such proceedingsCompensation (after first deducting therefrom Administrative Agent’s expenses incurred in collecting the same, and shall consult with Lender, including but not limited to reasonable attorneys’ fees) either (a) to payment for such repair or reconstruction or (b) to reduce the Obligations in such order of application as Administrative Agent may determine in its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyreasonable discretion. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account Event, shall repair and restore the Premises and any proposed restoration on Improvements to their condition prior to the remaining Property) occurrence of such Casualty Event, and shall complete the Loan would fail to satisfy a Lender 80% Determination, then so much construction of the Loss Proceeds Project as are necessary required hereunder, regardless of whether Compensation is made available to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient Borrower for such purpose, then the full amount of purposes or is sufficient to pay for such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, restoration and in accordance with, Section 2.1repair.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XIV, if all or any portion of the Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall give prompt notice control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to Lender control such negotiations) and, except as otherwise provided in this Section 14.1, any insurance proceeds payable with respect to such Casualty up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid directly to Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is the subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), then any award or compensation relating thereto up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid to Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent or, if received by Lessee, shall be held in trust for the Participants and shall be paid over by Lessee to the Administrative Agent. All amounts held by Lessor or the Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or the Administrative Agent or turned over to Lessor or the Administrative Agent shall be distributed to Lessee and used by Lessee to restore the Leased Property as required herein, provided, however, in each case after the occurrence and during the continuance of an Event of Default shall at the option of Lessor (at the direction of the Required ‑19‑ Participants) either be (A) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with this clause (A), or of (B) applied to the actual or threatened commencement of proceedings that would result Lease Balance and any other amounts owed by Lessee under the Operative Documents in a Condemnationaccordance with Article XVI. (b) Lender may participate in In the event any part of the Leased Property becomes subject to condemnation or requisition proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnationduring the Term, Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by law. Upon LenderApplicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations; provided, that in any event, Lessor may participate at Lessor’s requestexpense (or if an Event of Default exists Lessor may control or participate at Lessee’s expense) in such negotiations; and provided in all cases, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof that no settlement will be made without the Lessor’s prior written consent of Lender in each instance, (which consent shall not be unreasonably withheld or delayed delayed) unless, in connection with a Significant Condemnation, such settlement (together with any additional payment made by Lessee to Lessor, if applicable) is equal to or greater than the Lease Balance (in which case, no Lessor consent shall be required). Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the case possession of Lessee, as are reasonably requested by Lessor. If the proceedings relate to a taking of an immaterial portion of any PropertySignificant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if In no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender event shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail affect Lessee’s obligations to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pay Rent pursuant to Section 5.16(f). Any prepayment made 3.1 or to perform its obligations and pay any amounts due on the Expiration Date or pursuant to this Section 5.16(g) shall be made pursuant to, Articles XVIII and in accordance with, Section 2.1XXI.

Casualty and Condemnation. If, prior to the Closing Date, (ai) Borrower any portion of the Real Estate is damaged or destroyed by fire or other casualty and the reasonable cost to repair same exceeds an amount equal to ten percent (10%) of the Purchase Price, (ii) a portion of the Real Estate is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated) and the remaining portion of the Real Estate cannot be reasonably expected to be operated in a manner that yields substantially the same economic return on Purchaser's investment as the Real Estate immediately prior to such taking, or (iii) at least ten percent (10%) of the gross area of the Improvements is taken by eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), then Seller shall give prompt notify Purchaser of such fact and Purchaser shall have the option to terminate this Agreement upon notice to Lender of Seller given not later than ten (10) business days after Seller gives such notice to Purchaser. If this Agreement is terminated pursuant to this Section 14, then neither party shall thereafter have any Casualty rights or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. obligations hereunder (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute other than any such proceedingsrights or such obligations that are expressly stated herein to survive the termination hereof), and except that Seller shall consult cause Escrow Agent to pay the Down payment (together with Lenderall interest thereon, its attorneys and expertsif any) to Purchaser. If Purchaser does not elect to terminate this Agreement or has no right to terminate this Agreement pursuant to this Section 14, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may then (x) jointly Purchaser shall accept so much of the Real Estate as remains after such casualty or taking in its "as-is" condition with Borrower settle and adjust any claimsno abatement of the Purchase Price, (y) during subject to the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess rights of the Restoration Threshold if such settlement or adjustment is carried out in a competent Tenants under the Space Leases, at the Closing, Seller shall assign and timely mannerturn over to Purchaser, but Lender and Purchaser shall be entitled to collect receive and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentencekeep, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account of Seller's interest in and to (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (vI) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore insurance proceeds for such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restorationcasualty, and (iiiII) all awards for such architect’s certificatestaking by eminent domain, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender mayless, in any eventeither case, require costs incurred by Seller to collect the same and the portion thereof that all plans and specifications for restoration reasonably estimated by Lender Seller uses to exceed make temporary or emergency repairs to the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that Real Estate or the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completedAdditional Property, and amounts retained prior (z) at the Closing, Seller shall assign to completion Purchaser all of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss ProceedsSeller's rights under, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, Purchaser shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuingassume Seller's obligations thereafter arising under, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory contracts to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold which Seller is a party with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments such repair or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of Real Property or the Additional Property after any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty such casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1taking.

Casualty and Condemnation. (a) Borrower Subject to, and without limitation of, Seller’s representations, warranties, covenants and agreements made pursuant to this Agreement, if Closing occurs, then, from and after the Effective Date, Purchaser shall give prompt notice assume all risk of loss with respect to Lender production of Hydrocarbons through normal depletion (including watering out of any Casualty Well, collapsed casing or Condemnation or sand infiltration of any Well) and the actual or threatened commencement depreciation of proceedings that would result any Equipment due to ordinary wear and tear, in a Condemnationeach case, with respect to the Assets. (b) Lender may participate If, after the Execution Date but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is expropriated or taken in condemnation or under right of eminent domain (each, a “Casualty Loss”), then: (i) Seller shall promptly notify Purchaser in writing following the occurrence of such Casualty Loss, which notice shall include reasonable detail of the nature of such Casualty Loss and Seller’s good faith estimate of the costs to repair or replace the relevant Asset(s); (ii) Seller shall use commercially reasonable efforts to mitigate (or attempt to mitigate) any proceedings for any taking by any public Damages resulting from, or quasi-public authority accomplished through a Condemnation relating to, such Casualty Loss; (iii) Purchaser shall, subject to the other terms and conditions of this Agreement, nevertheless be required to proceed with Closing; and (iv) Seller, at the Closing, shall pay to VTLE and NOG, in accordance with their Purchaser Pro Rata Shares, all sums paid or credited to Seller or any of its Affiliates by Persons by reason of such Casualty Loss insofar as with respect to the relevant Assets and shall assign, transfer made and set over to VTLE and NOG or subrogate VTLE and NOG to all of Seller’s (and, if applicable, its Affiliates’) right, title and interest (if any) in lieu and to any and all insurance claims, unpaid awards and other rights against any third Persons arising out of or in anticipation of a Condemnation, connection with such Casualty Loss insofar as with respect to the extent permitted Assets. (c) Notwithstanding anything herein to the contrary, neither Seller nor any of its Affiliates shall compromise, settle or adjust any amounts payable by law. Upon Lender’s requestreason of, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shallor in connection with, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof Casualty Loss without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyPurchaser. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) The Borrower shall give will furnish to the Administrative Agent and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation other insured damage in excess of $100,000 to any portion of any Collateral or of the actual or threatened commencement of proceedings that would result in a Condemnationany action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any event described in any proceedings for any taking paragraph (a) of this Section results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation the Borrower or any transfer made in lieu of or in anticipation of a CondemnationSubsidiary, such Net Proceeds shall be paid over to the extent permitted Administrative Agent; provided that (i) if the aggregate Net Proceeds in respect of such event (other than proceeds of business interruption insurance) are less than $5,000,000, such Net Proceeds shall be promptly paid over to the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business interruption insurance shall be promptly paid over to the Borrower unless a Default has occurred and is continuing. All such Net Proceeds retained by lawor paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of this Agreement, subject to the provisions of this Agreement regarding application of such Net Proceeds during a Default. Upon Lender’s request, written request from the Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, and at its sole cost the Borrower's risk and expense, diligently prosecute such Net Proceeds shall be invested pursuant to reasonable instructions of the Borrower, provided that such investments are permitted under the Credit Agreement. At any time upon written request from the Borrower to the Administrative Agent, any such proceedingsNet Proceeds retained by or paid over to the Administrative Agent may be applied, and shall consult together with Lenderany amounts earned through the investments of Net Proceeds pursuant to Section 4.12(b) hereof, its attorneys and experts, and cooperate to prepay Borrowings in accordance with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyCredit Agreement. (c) Lender may (x) jointly with Borrower settle and adjust If any claims, (y) during Net Proceeds retained by or paid over to the continuance of an Event of Default, settle and adjust any claims without Administrative Agent as provided above continue to be held by the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except Administrative Agent on the date that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess 360 days after the occurrence of the Restoration Threshold if event resulting in such settlement or adjustment is carried out in a competent and timely mannerNet Proceeds, but Lender then such Net Proceeds shall be entitled to collect and receive (as set forth below) applied, together with any and all Loss Proceeds. The reasonable expenses incurred by Lender in amounts earned through the adjustment and collection investments of Loss Net Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable4.12(b) hereof, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all prepay Borrowings in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesCredit Agreement. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower If any Casualty occurs the insurance proceeds for which is reasonably estimated by Tenant to be equal to or in excess of One Hundred Thousand Dollars ($100,000), Tenant shall give prompt notice Landlord and Lender immediate nonce thereof: So long as no Event of Default exists Tenant is hereby authorized to adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16(a) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers, and Landlord shall have the right to join with Tenant if the amount of any such claim is in excess of Five Hundred Thousand Dollars ($500,000). Any adjustment, settlement or compromise of any such claim in excess of $500,000 shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right to prosecute or contest any such claim, adjustment, settlement or compromise and, in connection therewith, Tenant hereby irrevocably assigns to Landlord any and all interest it has or may have in such claim. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection or compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies in excess of $500,000 directly to Landlord or, if required by the Mortgage or requested by Landlord or Lender pursuant to the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any Casualty or Condemnation or draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the actual or threatened commencement of proceedings extent that would result in a Condemnationany Mortgage so provides. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through Tenant, immediately upon receiving a Condemnation or any transfer made in lieu of or in anticipation of a CondemnationNotice, shall notify Landlord and Lender thereof. Landlord and Lender are authorized to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Defaultcollect, settle and adjust any claims without the consent or cooperation of Borrowercompromise, or in their discretion (z) allow Borrower to settle and adjust any claims; except that and, if no Event of Default is continuingexists, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled upon notice to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payableTenant). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement amount of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower)Net Award. Provided that no Event of Default shall have has occurred and be then is continuing, Tenant shall be entitled to participate with Landlord and Lender shall disburse in any Condemnation proceeding or negotiations under threat thereof and to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it contest the Condemnation or the amount of the estimated cost Net Award therefor. No agreement with any condemnor in settlement or under threat of completion any Condemnation shall be made by Tenant without the written consent, of the restorationLandlord and Lender, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld), conditioned or delayed. If Lender reasonably estimates that the cost Subject to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16Paragraph 17(b), as reasonably determined Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by Lenderreason of any Condemnation, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full whether the same shall be deposited paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits Equipment, moving expenses or loss of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, andbusiness, if reasonably necessary to collect such proceedsavailable, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect extent that and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (fi) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower Tenant shall have the right, regardless of any restrictions contained in this Agreement, right to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceedsmake, and does make, a separate claim therefor against the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the Leased Premises or the amount of the award (if any) otherwise payable for the Note has been bifurcated into multiple Notes Condemnation of Tenant's leasehold interest hereunder. (c) If any Partial Casualty (whether or Note Components pursuant to Section 1.1(cnot insured against) or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and there shall be no abatement or reduction of any Monetary obligations, except as provided in Paragraph 19(c). Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall be applied commence and diligently continue to restore the Leased Premises as nearly as practicable to their value, condition and character immediately prior to such event (assuming the Leased Premises to have been in the condition required by this Lease). Upon the receipt by Landlord of the entire Net Award of such Partial Casualty or Partial Condemnation, Landlord shall make such Net Award available to Tenant for restoration in accordance with and subject to the Notes or Note Components in ascending order provisions of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of Paragraph 19(a). If any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on which is not a Partial Casualty or Partial Condemnation shall occur, Tenant shall comply with the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much terms and conditions of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Paragraph 18.

Casualty and Condemnation. If, prior to the closing, all or any portion of the Premises is damaged by fire or other natural casualty (collectively “Damage”), or is taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively “Condemnation”), then the following procedures shall apply: (a) Borrower shall give prompt notice to Lender If the aggregate cost of any Casualty repair or Condemnation or replacement of the actual Damage (collectively, “Repair and/or Replacement”) is $25,000 or threatened commencement less, Buyer shall close and take the Property as diminished by such events, subject to a reduction in the Purchase Price applied against the balance of proceedings that would result the purchase price otherwise due at the Closing in a Condemnationthe full amount of the Repair and/or Replacement. Any casualty insurance shall be the sole property of Seller. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu If the aggregate cost of Repair and/or Replacement is greater than $25,000 or in anticipation the event of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shallthen Buyer, at its sole cost and expenseoption, diligently prosecute may elect either to (1) terminate this Contract by written notice to Seller, in which event Buyer shall be entitled to a return of the Xxxxxxx Money; or (2) proceed to close subject to (i) a reduction on the Purchase Price of $25,000, applied against the balance of the purchase price otherwise due at the Closing; together with (ii) an assignment of the proceeds of Seller’s casualty insurance for all Damage (or condemnation awards for any Condemnation) in excess of $25,000. In such proceedingsevent, and Seller shall consult with Lender, its attorneys and experts, and fully cooperate with them Buyer in the carrying on or defense adjustment and settlement of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyinsurance claim. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during In the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect event of a particular Casualty or Condemnation are not in excess of the Restoration Threshold dispute between Seller and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied Buyer with respect to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to Repair and/or Replacement in connection with the Casualty or Condemnation in the manner matters set forth below or (B) if the Loss Proceeds are paid by the insurance company in this Section, Seller and Buyer shall select an independent engineer licensed to Lenderpractice in Champaign County, the same Illinois, who shall be disbursed by Lender to Borrowerresolve such dispute. All fees, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds licensed engineer so selected shall be disbursed prior to disbursement of such Loss Proceeds, shared equally by Seller and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesBuyer. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. If a substantial part of the Properties shall be (a) Borrower shall give prompt notice destroyed prior to Lender of any Closing by a Casualty Loss, or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate taken in any condemnation or if proceedings for any taking by any public such purposes shall be pending (collectively referred to as a "Taking"); then either Buyer or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, Seller may terminate this Agreement prior to the extent permitted by lawClosing. Upon Lender’s requestFor the purpose of this Section 7.1, Borrower the term "substantial" shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. defined as ten percent (c10%) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out unadjusted Purchase Price. If either party terminates this Agreement in a competent and timely manneraccordance with this Section, but Lender neither party shall be entitled to collect and receive (as set forth below) have any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except further obligations, except as provided in clause (A) of the next succeeding sentencethis Article and in Section 15.2. 1. If neither party terminates this Agreement, all Loss Proceeds from any Casualty or Condemnation this Agreement shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds remain in full force and effect, and Seller and Buyer shall attempt to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of agree on a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, reduction in the reasonable determination of LenderPurchase Price, not reflecting the reduction in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% Properties affected by the Casualty Loss and/or Taking. If the parties cannot agree on a reduction, the Seller's good faith calculation shall be used for purposes of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior Closing. Notwithstanding anything herein to the final completion of the restoration. Funds other than Loss Proceeds contrary, in no event shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with either party have any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold obligations hereunder with respect to any Property, with full power of substitution, subject Casualty Loss and/or Taking except to the terms extent that the value of this all such Casualty Losses and/or Takings, together with the amount of all Title Defects and/or Title Adjustments allowed under Section 5.164.3, exceed in the aggregate the Title/Casualty Basket Amount, and Buyer hereby waives all downward adjustments to settle forthe Purchase Price for all Casualty Losses and/or Takings the cumulative value of which (together with the amount of all Title Defects and/or Title Adjustments allowed under Section 4.3) is less than the Title/Casualty Basket Amount. Unless otherwise agreed by the parties, collect Seller shall retain any and receive all Loss Proceeds and any other sums paid to Seller, unpaid awards, damages, insurance proceeds, proceeds and other payments associated with or other compensation from the parties or authorities making the same, attributable to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaidCasualty Losses and/or Takings. If any Loss Proceeds to be applied as there is a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of dispute over the Release Price in respect of the applicable Property, Borrower shall have the right, regardless value of any restrictions contained in this AgreementCasualty Loss and/or Taking, Buyer may submit the matter to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan arbitration in accordance with Section 5.16(f); providedArticle 13 within sixty (60) Days after Closing, howeveror if a party terminates this Agreement under this provision and the other party disputes the party's right to terminate hereunder, if the aggregate Loss Proceeds are insufficient for such purpose, then disputing party may submit the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant matter to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and arbitration in accordance withwith Article 13 within sixty (60) Days after the date which had been scheduled for Closing. IF BUYER DISPUTES THE PURCHASE PRICE ADJUSTMENT FOR ANY CASUALTY LOSS AND/OR TAKING OR A PARTY DISPUTES TERMINATION, Section 2.1AND BUYER OR THE DISPUTING PARTY, AS APPLICABLE, DOES NOT INITIATE AN ARBITRATION PROCEEDING TO RESOLVE THE MATTER WITHIN THE APPLICABLE TIME PERIODS SPECIFIED IN THE FOREGOING SENTENCE, SUCH PARTY IN EITHER CASE SHALL BE DEEMED TO HAVE WAIVED ITS RIGHTS WITH RESPECT TO SUCH DISPUTE.

Casualty and Condemnation. (a) Borrower If after the Effective Time and prior to the Closing any part of the Assets shall give prompt notice be destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened (a “Casualty Loss”), this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss, except as set forth in Section 8.9(b). To the extent insurance proceeds, condemnation awards or other awards or payments attributable to Lender the Assets are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing (1) assign to Buyers Seller’s right to receive all insurance or condemnation proceeds, awards or payments owed to Seller by reason of such Casualty Loss to the extent attributable to the Assets, less Buyers’ proportionate share of any reasonable costs and expenses actually incurred by Seller in collecting same or in connection with such proceedings or the threat thereof and (2) pay to Buyers their respective proportionate shares of insurance or condemnation proceeds, awards or payments theretofore paid to Seller by reason of such Casualty Loss, less any reasonable costs and expenses incurred by Seller in collecting same or Condemnation in connection with such proceedings or the threat thereof; provided, however, that any insurance or condemnation proceeds, awards or payments (or any rights thereto) by reason of such destruction or taking which are held by or owed to Seller for the actual account or threatened commencement benefit of proceedings any third Person joint interest owners or the undivided interest in the oil and gas leases, mineral interests and related assets in the Fort Worth Basin in the State of Texas that would result in a Condemnationare retained by Seller shall not be paid or assigned by Seller to Buyers pursuant to this Section 8.9. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, Notwithstanding anything herein provided to the extent permitted by law. Upon Lender’s requestcontrary, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them if a Casualty Loss results in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action decrease in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time Assets, taken as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purposea whole, by Borrower. Borrower hereby irrevocably constitutes and appoints Lendertwenty million dollars ($20,000,000) or more, solely during either Party shall have the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect right to any Property, with full power of substitution, subject terminate this Agreement upon written notification to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property Party pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period15.1(a)(iv). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower In the event of any Casualty or Taking with respect to any Property the Loss Proceeds from which are reasonably expected to exceed $10 million, the Borrowers shall give prompt notice thereof to Lender of any Casualty or Condemnation or the Administrative Agent. At the instruction of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a CondemnationAdministrative Agent, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender Collateral Agent may (x) jointly with Borrower the Borrowers and/or the applicable Restricted Subsidiary and/or the Operating Partnership settle and adjust any claims, (y) after the occurrence and during the continuance continuation of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrowerthe Borrowers, any Restricted Subsidiary or the Operating Partnership, or (z) allow the applicable Borrower and/or the applicable Restricted Subsidiary and/or the Operating Partnership to settle and adjust any claims; except provided, that if no Event of Default has occurred -------- and is continuing, Borrower the Borrowers may settle and adjust claims aggregating with respect to a Property if such claims are not in excess of the Restoration Threshold if $10 million for such Property and such settlement or adjustment is carried out in a competent and timely manner, but Lender and the Collateral Agent shall be entitled and hereby is authorized to collect and receive (as set forth below) receipt for any and all Loss ProceedsProceeds except to the extent such Loss Proceeds attributable to such Casualty or Taking is less than $10 million. The reasonable out-of-pocket expenses incurred by Lender the Collateral Agent in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower Xxxxxxxx to Lender the Administrative Agent upon demand therefor. (db) Except as provided in clause If (Ax) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation Taking or Casualty occurs with respect to a Property owned by Borrower or a Restricted Subsidiary as to which the Loss Proceeds ordo not exceed $15 million or as to which, in the reasonable determination judgment of Lenderthe Administrative Agent (which judgment will not be unreasonably withheld or delayed), the costs of completing the restoration of such affected Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to can be completed restored prior to the expiration of rental business interruption insurance with respect thereto, and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately an economic unit not less valuable than existed prior to such Condemnation the Taking or Casualty Casualty, or (assuming y) the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender Administrative Agent otherwise elects to allow Borrower to restore such the affected Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any the Loss Proceeds required (after reimbursement of any reasonable expenses incurred by the Administrative Agent or the Lenders in connection therewith) after receipt thereof by the Collateral Agent shall be made available by the Collateral Agent, as instructed by the Administrative Agent, to pay or to reimburse the applicable Borrower or Restricted Subsidiary or the Operating Partnership for the cost of restoring, repairing, replacing or rebuilding the affected Property or part thereof subject to the Taking or Casualty, as provided for below; and the Borrowers hereby covenant and agree to commence as promptly as practicable and diligently to prosecute such restoring, repairing, replacing or rebuilding; provided always, that the Borrowers shall -------- ------ pay all costs of such restoring, repairing, replacing or rebuilding in excess of the net proceeds of insurance made available pursuant to the terms hereof (the "Deficient Amount") and, if requested by the ---------------- Administrative Agent, shall deposit an amount equal to the reasonably anticipated Deficient Amount into the Loss Proceeds Account. (c) If the Loss Proceeds from any Casualty or Taking exceed $10 million, such proceeds shall be immediately deposited into the Loss Proceeds Account. If such proceeds are to be so disbursed made available for restoration pursuant to this Section 5.16 5.17(b), such proceeds shall be applied to the cost of restoring, --------------- repairing, replacing or rebuilding the Property subject to the Casualty or Taking, in the manner set forth below. (d) If the Loss Proceeds (after reimbursement of any reasonable expenses incurred by the Agents in connection therewith), if any, are to be made available to the Borrowers pursuant to Section 5.17(b) for the restoring, --------------- repairing, replacing or rebuilding of a Property, the Borrowers hereby covenant to restore, repair, replace or rebuild the same to be of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable Legal Requirements and plans and specifications approved in advance by the Administrative Agent, such approval not to be unreasonably withheld. The Borrowers shall pay all costs (and if required by the Administrative Agent, the Borrowers shall deposit the total thereof in the Loss Proceeds Account in advance) of such restoring, repairing, replacing or rebuilding in excess of the Loss Proceeds made available pursuant to the terms hereof. (e) In the event that the Borrowers are entitled to reimbursement out of proceeds in the Loss Proceeds Account, such proceeds shall be disbursed at the Borrowers' request (but not more frequently than monthly) upon Lender’s the Administrative Agent being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding, (ii) funds, or assurances reasonably satisfactory to Lender the Administrative Agent that such funds are available and available, sufficient in addition to any remaining the Loss Proceeds, Proceeds to complete the proposed restoration (including for any reasonable costs restoration, repair, replacement and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restorationrebuilding, and (iii) if the cost of the work would exceed $10 million, such architect’s 's certificates, waivers of lien, contractor’s 's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender the Administrative Agent may reasonably requestrequire; and Lender the Administrative Agent may, in any event, require that all plans and specifications for restoration restoration, repair, replacement and rebuilding reasonably estimated by Lender the Administrative Agent to exceed the Restoration Threshold $10 million be submitted to and approved by Lender the Administrative Agent prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness)work. No payment made prior to the substantial completion of the restoration, repair, replacement and rebuilding of a Property shall exceed ninety percent (90% %) of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds time; funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times times, the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender the Administrative Agent to pay for the cost of completion of the restoration restoration, repair, replacement or rebuilding, free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrowerthan Permitted Liens). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. 15.1. Lender's Election to Apply Insurance and Condemnation Proceeds to Indebtedness. Upon any loss or damage to any portion of the Improvements due to fire or other casualty, or any taking of any portion of the Project by condemnation or under power of eminent domain, Lender shall have the right, but not the obligation, to settle insurance claims and condemnation claims or awards for more than One Hundred Thousand Dollars (a$100,000.00) and if Lender elects not to settle such claim or award, then Borrower shall give prompt notice settle such claim or award and such settlement shall be subject to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings's prior written approval. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without have the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower right to settle and adjust claims or awards for less than such amount, provided that Lender shall have the right to settle any claims; except claim or award that if Borrower has not settled on or before one hundred twenty (120) days after the date of such loss or prior to the date of such taking. If (i) no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive exists; (as set forth belowii) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if which constitutes a payment default has occurred during the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; preceding twelve months; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been proceeds received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably deposited with Lender by Borrower are sufficient, in Lender's sole and unconditionally deposited therein absolute discretion, either to restore the Project to its condition before the casualty or irrevocably to remedy the condemnation; (iv) local building and unconditionally committed for zoning laws allow the Improvements to be rebuilt to that purpose, shall be at least sufficient in which existed prior to the reasonable judgment casualty or condemnation; (v) the Loan-to-value ratio of Lender to pay for the cost of Improvements on completion of the restoration free will be sixty percent (60%) or less, as determined by an Appraisal (unless the amount of proceeds is less than three percent (3%) of the Loan Amount); (vi) a loss of no more than five percent (5%) of the commercial tenant rental income will result through commercial tenants exercising rights to terminate their leases as a result of the casualty or condemnation; and clear (vii) Borrower complies with all conditions set forth in Section 15.2, below, then Borrower shall be entitled to use the insurance or condemnation proceeds to rebuild the Improvements or to remedy the effect of the condemnation, as the case may be. The Appraisal required pursuant to the foregoing provision shall be at Borrower's expense and Borrower is required to provide proof of such payment to Lender and Lender's Mortgage Correspondent. In all other cases, Lender shall have the right (but not the obligation) to collect, retain and apply to the indebtedness of Borrower under this Agreement and the other Loan Documents all insurance and condemnation proceeds (after deduction of all Liens or claims for Lien. Provided no Event expenses of Default is continuingcollection and settlement, including attorneys' and adjusters' fees and expenses), and if such proceeds are insufficient to pay such amount in full, to declare the excess, if any, balance remaining unpaid on the Note and Deed of Trust to be due and payable forthwith and to avail itself of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, remedies afforded thereby as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits case of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as . Any proceeds remaining after application to the attorney-in-fact indebtedness of Borrower for matters in excess of under this Agreement and the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney Loan Documents shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of to Borrower or the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, party then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineentitled thereto. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Subject to the provisions of Article XIV, this Article XV and (in the event the Lessee delivers, or is obligated to deliver, a Termination Notice) Article XVI, and prior to the occurrence and continuation of a Lease Default, the Lessee shall give prompt notice be entitled to Lender receive (and the Lessor shall pay over to the Lessee, if received by the Lessor, and hereby irrevocably assigns to the Lessee all of the Lessor's right, title and interest in) any award, compensation or insurance proceeds to which the Lessee or the Lessor may become entitled by reason of their respective interests in the Property (i) if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to the Property or any part thereof, is the subject of a Condemnation; provided, however, subject to Article XIV, if a Lease Default shall have occurred and be continuing or if any such proceeds are received by the Lessee during the Construction Period, such award, compensation or insurance proceeds shall be paid directly to the Agent or, if received by the Lessee, shall be held in trust for the Agent, and shall be paid over by the Lessee to the Agent (or, if the Participation Interests have been fully paid, to the Lessor) and held in accordance with the terms of this paragraph (a). If, contrary to such provision, any such award, compensation or insurance proceeds are paid to the Lessor or the Lessee rather than to the Agent, the Lessor and the Lessee, as the case may be, hereby agree to transfer any such payment to the Agent. All amounts held by the Lessor or the Agent under the preceding sentence on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Agent or turned over to the Lessor or the Agent shall either be (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with paragraph (e) of this Section 15.1, or (ii) applied to the purchase price of the actual or threatened commencement of proceedings that would result in a CondemnationProperty on the Termination Date, with any Excess Proceeds being payable to the Lessee. (b) Lender In any proceeding or action under the control of the Lessor pursuant to the terms of Section 14.2, the Lessee may participate and shall pay all expenses of such proceeding and its participation. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Lessor and the Agent shall participate in any proceedings for such proceeding, action, negotiation, prosecution or adjustment under the control of the Lessee. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and the Lessee in and to any taking by any public such award, compensation or quasi-public authority accomplished through insurance payment. (c) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Property or any transfer made in lieu interest therein, the Lessor or the Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such notice. (d) In the event of a Casualty or in anticipation receipt of notice by the Lessee or the Lessor of a Condemnation, the Lessee may deliver to the extent permitted by lawLessor and the Agent a Termination Notice with respect to the Property pursuant to Section 16. 1. Upon Lender’s requestIf the Lessee does not deliver a Termination Notice within thirty (30) days after such occurrence, Borrower then this Lease shall deliver (subject to Lender all instruments reasonably requested by it the terms and conditions thereof) remain in full force and effect, and the Lessee shall, at the Lessee's sole cost and expense, promptly and diligently restore the Property pursuant to permit paragraph (e) of this Section 15.1 and otherwise in accordance with this Lease. If the Lessee delivers a Termination Notice within thirty (30) days after such participation. Borrower occurrence, a Significant Event shall irrevocably be deemed to have occurred with respect to the Property, and, in such event, this Lease shall terminate and the Lessee shall purchase the Property on the next Payment Date (but in no event to exceed thirty (30) days after such occurrence) (a "Termination Date") pursuant to Article XVI hereof. (e) If pursuant to this Section 15.1 this Lease shall continue in full force and effect following a Casualty or Condemnation, the Lessee shall, at its sole cost and expenseexpense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Property in accordance with this paragraph, the Lessee shall pay the shortfall), promptly and diligently prosecute repair any damage to the Property caused by such Casualty or Condemnation or substitute new Equipment for the affected Equipment in conformity with the requirements of Sections 10.1 and 11.1 using the as-built Plans and Specifications for the Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and all applicable Requirements of Law and Insurance Requirements) so as to restore the Property to at least the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation; provided, the substitution of any Equipment for any such proceedingsaffected Equipment shall, at the Lessor's reasonable request, be subject to delivery of an independent third-party appraisal reasonably satisfactory to the Lessor and the Required Participants by an appraiser satisfactory to the Lessor and the Required Participants showing both (i) a current Fair Market Sales Value and (ii) expected Fair Market Sales Value as of the then current Expiration Date and the date on which the potential Renewal Term would expire, in each case equal to or greater than such values at such dates for the Equipment being replaced. In the event of such restoration, title to the Property shall remain with the Lessor; provided, that (i) title to any such substituted equipment shall vest in the Lessor and such equipment shall constitute Equipment thereafter for all purposes of this Lease, and (ii) the Lessor shall consult with Lenderassign all of its right, its attorneys title and experts, and cooperate with them interest to the Lessee in the carrying on any such replaced equipment without representation or defense warranty of any kind other than that such proceedingsequipment is free of Lessor Liens. Borrower Upon completion of such restoration, the Lessee shall not consent or agree furnish the Lessor an architect's certificate of substantial completion and a Responsible Officer's Certificate confirming that such restoration has been completed pursuant to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertythis Lease. (cf) Lender may (x) jointly In no event shall a Casualty or Condemnation with Borrower settle respect to which this Lease remains in full force and adjust effect under this Section 15.1 affect the Lessee's obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and pay any claims, (y) during amounts due on the continuance of an Event of Default, settle Expiration Date or pursuant to Articles XIX and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforXX. (dg) Except as provided Any Excess Proceeds received by the Lessor or the Agent in clause (A) respect of the next succeeding sentence, all Loss Proceeds from any a Casualty or Condemnation shall be immediately deposited into turned over to the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided Lessee, provided that no Lease Event of Default or Lease Default has occurred and is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XIV, if all or any portion of the Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall give prompt notice control the negotiations with the relevant insurer (unless an Event of Default exists in which case Lessor shall be entitled to Lender control such negotiations) and, except as otherwise provided in this Section 14.1, any insurance proceeds payable with respect to such Casualty up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid directly to Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to Lessee and shall be used by Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to the Leased Property or any part thereof is the subject of a Condemnation (other than a Significant Condemnation as to which a Termination Notice has been given), then any award or compensation relating thereto up to $25,000,000 individually and $50,000,000 in the aggregate in any twelve (12) month period shall be paid to Lessee and shall be used by Lessee solely for the restoration of the Leased Property. Notwithstanding the foregoing, if any Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Administrative Agent or, if received by Lessee, shall be held in trust for the Participants and shall be paid over by Lessee to the Administrative Agent. All amounts held by Lessor or the Administrative Agent on account of any award, compensation or insurance proceeds either paid directly to Lessor or the Administrative Agent or turned over to Lessor or the Administrative Agent shall be distributed to Lessee and used by Lessee to restore the Leased Property as required herein, provided, however, in each case after the occurrence and during the continuance of an Event of Default shall at the option of Lessor (at the direction of the Required 3/6/19, 9:29 AMExhibit Participants) either be (A) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with this clause (A), or of (B) applied to the actual or threatened commencement of proceedings that would result Lease Balance and any other amounts owed by Lessee under the Operative Documents in a Condemnationaccordance with Article XVI. (b) Lender may participate in In the event any part of the Leased Property becomes subject to condemnation or requisition proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnationduring the Term, Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by law. Upon LenderApplicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists in which case Lessor shall be entitled to control such negotiations; provided, that in any event, Lessor may participate at Lessor’s requestexpense (or if an Event of Default exists Lessor may control or participate at Lessee’s expense) in such negotiations; and provided in all cases, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof that no settlement will be made without the Lessor’s prior written consent of Lender in each instance, (which consent shall not be unreasonably withheld or delayed delayed) unless, in connection with a Significant Condemnation, such settlement (together with any additional payment made by Lessee to Lessor, if applicable) is equal to or greater than the Lease Balance (in which case, no Lessor consent shall be required). Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the case possession of Lessee, as are reasonably requested by Xxxxxx. If the proceedings relate to a taking of an immaterial portion of any PropertySignificant Condemnation, Lessee shall act diligently in connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) Lender may (x) jointly with Borrower settle In no event shall a Casualty or Condemnation affect Xxxxxx’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and adjust pay any claims, (y) during amounts due on the continuance of an Event of Default, settle Expiration Date or pursuant to Articles XVIII and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforXXI. (d) Except as provided If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with this clause (A) of d), Lessee shall pay the next succeeding sentenceshortfall), all Loss Proceeds from promptly and diligently repair any Casualty or Condemnation shall be immediately deposited into damage to the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered Leased Property caused by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in conformity with the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs requirements of Sections 9.1 and 10.1 so as to which restore the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Leased Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property same condition and value, in each case in all material respects, as existed immediately prior to such Casualty or Condemnation or Casualty (assuming the affected portion of subject to such Property is relet); and (v) all necessary approvals modifications and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied adaptions to the cost Leased Property as may be required to take into account the loss of restoringproperty resulting from a condemnation). In such event, repairing, replacing or rebuilding such Property or part thereof subject title to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Leased Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance remain with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, Lessor subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period)Lease. Upon any prepayment completion of such restoration, upon the request of Lessor, Lessee shall furnish to Lessor a Responsible Officer’s Certificate confirming that such restoration has been completed pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineLease. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XIV, if all or any portion of the Leased Property suffers a Casualty during the Term (other than a Significant Casualty as to which a Termination Notice has been given), Lessee shall give prompt notice thereof to Lender of any Casualty or Condemnation or of Lessor promptly after Lessee has knowledge thereof and Lessee shall control the actual or threatened commencement of proceedings that would result in a Condemnation. negotiations with the relevant insurer (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of unless an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not exists in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender which case Lessor shall be entitled to collect control such negotiations) and, except as otherwise provided in this Section 14.1, and receive (as set forth below) any insurance proceeds payable by an insurer with respect to such Casualty up to $50,000,000 individually and all Loss Proceeds. The reasonable expenses incurred by Lender $100,000,000 in the adjustment and collection of Loss Proceeds aggregate per annum shall become part of be paid directly to the Indebtedness Lessee, or if received by Lessor, the Administrative Agent or the Rent Assignees, shall be paid over to the Lessee and shall be reimbursed used by Borrower Lessee solely for the reconstruction, restoration and repair of such Leased Property, and if the use of, access to, occupancy of or title to Lender upon demand therefor. the Leased Property or any part thereof is the subject of a Condemnation (d) Except other than a Significant Condemnation as provided to which a Termination Notice has been given), then any award or compensation relating thereto up to $50,000,000 individually and $100,000,000 in clause (A) the aggregate per annum shall be paid to the Lessee and shall be used by Lessee solely for the restoration of the next succeeding sentence, Leased Property. Lxxxxx hereby agrees to promptly remit to Administrative Agent all Loss Proceeds from any insurance proceeds received with respect to a Casualty or Condemnation shall be immediately deposited into to the Loss Proceeds Account (monthly rental loss/business interruption proceeds extent not required to be initially deposited into paid over to Lessee under this Section 14.1. Notwithstanding the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuingforegoing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds payable by an insurer shall disburse be paid directly to Borrower the Administrative Agent or, if received by the Lessee, shall be held in trust for the Participants and shall be paid over by the Lessee to the Administrative Agent. All amounts held by Lessor or Administrative Agent on account of any Loss Proceeds award, compensation or insurance proceeds either paid directly to Lessor or Administrative Agent or turned over to Lessor or Administrative Agent, to the extent not otherwise required to be so disbursed pursuant paid to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory the Lessee, shall be held in trust in a segregated account and applied to it of reimburse the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed Lessee from time to time until such time as 50% during the course of the Lessee’s reconstruction, restoration (calculated based on the anticipated aggregate cost and/or repair of the work) has been completed, Leased Property and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance compliance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory Article IX hereof (or to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed otherwise make payments for any costs and expenses reasonably incurred thereof as directed by the Lessee); provided, however, in connection therewith (including reasonable attorneys’ fees each case after the occurrence and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of DefaultDefault such proceeds shall at the option of Lessor (at the direction of the Required Participants) either be (A) paid to the Lessee for the reconstruction, restoration and/or repair of such Leased Property subject to such Casualty or Condemnation in accordance with this clause (A), or (B) applied to the Lease Balance and any other amounts owed by Lessee under the Operative Documents in accordance with Article XVI. (b) In the event any part of the Leased Property becomes subject to condemnation or requisition proceedings during the Term, Lessee shall give notice thereof to Lessor promptly after Lessee has knowledge thereof and, to the extent permitted by Applicable Laws, Lessee shall control the negotiations with the relevant Governmental Authority unless an Event of Default exists or such condemnation or requisition could result in a Significant Condemnation in which case Lessor shall be entitled to control such negotiations; provided, that in any event, Lessor may participate at Lessor’s expense (or, if an Event of Default exists, Lessor may control or participate at Lessee’s expense) in such negotiations; and provided in all cases, that no settlement will be made without Lessor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Lessee shall give to Lessor such information, and copies of such documents, which relate to such proceedings, or which relate to the settlement of amounts due under insurance policies required by Article XIII, and are in the possession of Lessee, as are reasonably requested by Lxxxxx. If the attorney-in-fact of Borrower for matters proceedings relate to a Significant Condemnation, Lessee shall act diligently in excess of the Restoration Threshold connection therewith. Nothing contained in this Section 14.1(b) shall diminish Lessor’s rights with respect to condemnation awards and property insurance proceeds under Articles XIII or XIV. (c) In no event shall a Casualty or Condemnation affect the Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and pay any Propertyamounts due on the Expiration Date or pursuant to Articles XVIII and XXI. (d) If, pursuant to this Article XIV, this Lease shall continue in full force and effect following a Casualty or Condemnation, and provided that each of the Administrative Agent and the Participants releases and remits to Lessee all award, compensation or insurance proceeds held by the Administrative Agent or Lessor, as applicable, the Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Leased Property in accordance with full power this clause (d), Lessee shall pay the shortfall), promptly and diligently repair any damage to the Leased Property caused by such Casualty or Condemnation in conformity with the requirements of substitutionSections 9.1 and 10.1 so as to restore, to the extent practicable, the Leased Property to at least substantially the same condition and value, in each case in all material respects, as existed immediately prior to such Casualty or Condemnation or to another use permitted under Section 8.1; provided that, following completion of such changes and restorations, the value of the Leased Property is not substantially less than the value of the Leased Property immediately prior to such Casualty or Condemnation. In such event, title to the Leased Property shall remain with Lessor subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period)Lease. Upon any prepayment completion of restorations with costs in excess of $5,000,000, upon the request of Lessor, the Lessee shall furnish to Lessor a Responsible Officer’s Certificate confirming that such restoration has been completed pursuant to this Section 5.16(f)Lease. Any proceeds remaining after completion of such restoration shall be paid to, or retained by, as applicable, the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineLessee. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice Subject to Lender the provisions of any Casualty this Article XV and Article XVI (in the event Lessee delivers, or Condemnation or of is obligated to deliver, a Termination Notice), and prior to the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation occurrence and continuation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on Lease Default or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Lease Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender Lessee shall be entitled to collect and receive (as set forth belowand Lessor hereby irrevocably assigns to Lessee all of Lessor's right, title and interest in) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (daward, compensation or insurance proceeds under Sections 14.2(a) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (Bb) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as hereof to which the Loss Proceeds or, Lessee or Lessor may become entitled by reason of their respective interests in the reasonable determination of Lender, the costs of completing the restoration of such a Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of if all or a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and damaged or destroyed in whole or in part by a Casualty or (vii) all necessary approvals and consents from Governmental Authorities will be obtained if the use, access, occupancy, easement rights or title to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or any part thereof is the subject to the Casualty of a Condemnation; provided, however, if a Lease Default or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Lease Event of Default shall have occurred and be then continuingcontinuing such award, Lender compensation or insurance proceeds shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior directly to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss ProceedsLessor or, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purposeif received by Lessee, shall be at least sufficient held in the reasonable judgment of Lender trust for Lessor, and shall be paid over by Lessee to pay for the cost of completion of the restoration free Lessor and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed held in accordance with the provisions terms of this Section 5.16paragraph (a). All amounts held by Lessor hereunder on account of any award, compensation or insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held as reasonably determined by Lendersecurity for the performance of Lessee's obligations hereunder for the duration of any applicable cure period. (b) Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any such award, compensation or insurance payment. (c) If Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein where damage to the affected Property is estimated to equal or exceed ten percent (10%) of the Property Cost of such 16 Property, Lessee shall give notice thereof to the Lessor and to the Agent promptly after Lender has received evidence reasonably satisfactory the receipt of such notice. (d) In the event of a Casualty or a Condemnation (regardless of whether notice thereof must be given pursuant to Lender that all costs incurred in connection paragraph (c)), this Lease shall terminate with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in respect to the Cash Management Account and applied applicable Property in accordance with Section 16.1 if Lessee, within sixty (60) days after such occurrence, delivers to Lessor and the Cash Management Agreement as if the same were RevenuesAgent a notice to such effect. (e) Borrower If pursuant to this Section 15.1 this Lease shall cooperate with Lender continue in obtaining for Lender the benefits of any Loss Proceeds lawfully full force and effect following a Casualty or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold Condemnation with respect to any the affected Property, Lessee shall, at its sole cost and expense and using, if available, the proceeds of any award, compensation or insurance with full power of substitutionrespect to such Casualty or Condemnation (including, subject without limitation, any such award, compensation or insurance which has been received by the Agent and which should be turned over to Lessee pursuant to the terms of this Section 5.16the Operative Agreements), promptly and diligently repair any damage to settle forthe applicable Property caused by such Casualty or Condemnation in conformity with the requirements of Sections 10.1 and 11.1, collect so as to restore the applicable Property to substantially the same condition, operation, function and receive all Loss Proceeds and any other awardsvalue as existed immediately prior to such Casualty or Condemnation. In such event, damages, insurance proceeds, payments or other compensation from title to the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney applicable Property shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled remain with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Lessor. (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of In no event shall a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property Casualty or Condemnation with respect to which such Loss Proceeds are paid shall be reduced this Lease remains in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to full force and effect under this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, 15.1 affect Lessee's obligations to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components Rent pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine3.1. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term with respect to a Property a Casualty occurs with respect to such Property or Lessee receives notice of the applicable a Condemnation with respect to such Property, if immediately and following a release of any portion of such Casualty or Condemnation, Lessee is unable to use the remaining applicable Property in substantially the same manner as the Property was used prior to such Casualty or Condemnation and the applicable Property from cannot reasonably be restored, repaired or replaced in a manner consistent with the Lien requirements of this Lease by the earlier to occur of the Loan Documents in connection with a Expiration Date or the date nine (9) months after the occurrence of such Casualty or Condemnation (but taking into account any proposed restoration if such Casualty or Condemnation occurs during the Term), to permit such use, then Lessee shall be required to exercise its Purchase Option with respect to the applicable Property on the remaining Property) next Payment Date (notwithstanding the Loan would fail to satisfy a Lender 80% Determinationlimits on such exercise contained in Section 20.1), and pay Lessor the Purchase Option Price and any and all Rent then so much due and owing and all other amounts then due and owing (including without limitation amounts described in clause FIRST of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f22.2); provided, howeverif any Lease Default or Lease Event 17 of Default has occurred and is continuing, if the aggregate Loss Proceeds are insufficient for such purposeLessee shall also promptly (and in any event within three (3) Business Days) pay Lessor any award, then the full amount compensation or insurance proceeds received on account of such Loss any Casualty or Condemnation with respect to any Property. Provided that no Lease Default or Lease Event of Default has occurred and is continuing, any Excess Proceeds shall be applied toward paid to Lessee. If a Lease Default has occurred and is continuing and any Loans, Holder Advances or other amounts are owing with respect thereto, then any Excess Proceeds (to the repayment extent of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(gany such Loans, Holder Advances or other amounts owing with respect thereto) shall be made pursuant to, and in accordance with, Section 2.1paid to the Lessor.

Casualty and Condemnation. If, prior to the closing, all or any portion of the Premises is damaged by fire or other natural casualty (collectively “Damage”), or is taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively “Condemnation”), then the following procedures shall apply: (a) Borrower shall give prompt notice to Lender If the aggregate cost of any Casualty repair or Condemnation or replacement of the actual Damage (collectively, “Repair and/or Replacement”) is $9,000 or threatened commencement less, Buyer shall close and take the Property as diminished by such events, subject to a reduction in the Purchase Price applied against the balance of proceedings that would result the purchase price otherwise due at the Closing in a Condemnationthe full amount of the Repair and/or Replacement. Any casualty insurance shall be the sole property of Seller. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu If the aggregate cost of Repair and/or Replacement is greater than $9,000 or in anticipation the event of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shallthen Buyer, at its sole cost and expenseoption, diligently prosecute may elect either to (1) terminate this Contract by written notice to Seller, in which event Buyer shall be entitled to a return of the Xxxxxxx Money; or (2) proceed to close subject to (i) a reduction on the Purchase Price of $9,000, applied against the balance of the purchase price otherwise due at the Closing; together with (ii) an assignment of the proceeds of Seller’s casualty insurance for all Damage (or condemnation awards for any Condemnation) in excess of $9,000. In such proceedingsevent, and Seller shall consult with Lender, its attorneys and experts, and fully cooperate with them Buyer in the carrying on or defense adjustment and settlement of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyinsurance claim. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during In the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect event of a particular Casualty or Condemnation are not in excess of the Restoration Threshold dispute between Seller and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied Buyer with respect to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to Repair and/or Replacement in connection with the Casualty or Condemnation in the manner matters set forth below or (B) if the Loss Proceeds are paid by the insurance company in this Section, Seller and Buyer shall select an independent engineer licensed to Lenderpractice in Champaign County, the same Illinois, who shall be disbursed by Lender to Borrowerresolve such dispute. All fees, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds licensed engineer so selected shall be disbursed prior to disbursement of such Loss Proceeds, shared equally by Seller and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesBuyer. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. If, between the date hereof and the Separation Time, there shall occur any physical damage to or destruction of, or theft or similar loss of, any of the material tangible Assets described in Section 1.05(a) (aa “Casualty Loss”) Borrower shall give prompt notice to Lender or any condemnation or taking by eminent domain by a Governmental Authority of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result Assets described in Section 1.05(a) (a Condemnation. “Condemnation Event”), then: (bi) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, Xxxxxxx shall use its reasonable best efforts to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty replace or Condemnation shall be immediately deposited into the Loss Proceeds Account repair (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (Aapplicable) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount asset or property related to such Casualty Loss, and (B) replace the Casualty does not render untenantable, asset or result in the cancellation of Leases covering, more than 25% property that has been condemned or taken as necessary consistent with prudent operation of the gross rentable area of such Property, Communications Business; or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in if the case of a CondemnationSeparation is consummated notwithstanding such Casualty Loss or Condemnation Event, the Condemnation does and if such damaged, destroyed, stolen, lost or condemned or taken Assets have not render untenantable, been repaired or result in the cancellation of Leases covering, more than 15% replaced as of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such PropertySeparation Time, then, provided no without limiting Newco’s or any member of the Newco Group’s other rights hereunder, promptly after any casualty insurance proceeds, business interruption insurance proceeds or condemnation proceeds payable to Xxxxxxx or any of its Affiliates with respect to such Casualty Loss or Condemnation Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuingcollected, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) fundsXxxxxxx shall, or assurances reasonably satisfactory shall cause its Affiliate to, pay to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete Newco: (x) the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excessamount, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred such casualty insurance proceeds described above in connection with such restorationCasualty Loss; (y) the aggregate amount, repairif any, replacement and/or rebuilding have been of such business interruption insurance proceeds described above that were paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with such Casualty Loss; and (z) the Properties. Lender shall be reimbursed for aggregate amount, if any, of such condemnation proceeds described above in connection with such Condemnation Event, in each case net of any deductible or retention amount or any other costs or expenses reasonably incurred in connection therewith (obtaining such recovery, including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrowerany increased insurance premiums. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interestXxxxxxx shall, and shall survive the voluntary cause its Affiliates to, use commercially reasonable efforts to collect amounts due (if any) under insurance policies or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price programs in respect of the applicable Property, Borrower shall have the right, regardless any Casualty Loss or as a result of a Condemnation Event. The amount of any restrictions contained in this Agreement, insurance or condemnation proceeds paid to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment Xxxxxxx shall be applied by Lender included as a prepayment Communications Asset and not be distributable cash available to Xxxxxxx or any other member of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineXxxxxxx Group. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or 5, entitled "Casualty" and Section 6.1, entitled "Condemnation", of the actual or threatened commencement Prime Lease are modified to provide that if by operation of proceedings either of these two sections the Prime Lease is not terminated and continues in full force and effect, this Sublease shall not be terminated but shall also continue in full force and effect, except that would result until the Premises are restored in accordance with these two sections there shall be a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu proportionate abatement of or in anticipation of a Condemnation, annual rent and additional rent payable hereunder to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied damage to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs Premises as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by LenderPrime Landlord, Sublandlord and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f)Subtenant; provided, however, if that such abatement shall in no event exceed the aggregate Loss Proceeds are insufficient abatement granted to Sublandlord under the Prime Lease for such purposethe Premises and, then provided further, that no compensation or claim or reduction will be allowed or paid by Sublandlord by reason of inconvenience, annoyance or injury to Subtenant's business arising from the full amount necessity of such Loss Proceeds shall be applied toward effecting repairs to the repayment Premises or any portion of the Loan pursuant to Building, whether such repairs are required by operation of these two sections or any other provision of the Prime Lease. Sublandlord acknowledges that it shall not exercise any termination rights under Section 5.16(f). Any prepayment made pursuant to this 6.5 and Section 5.16(g) shall be made pursuant to6.1 of the Prime Lease without Subtenant's prior written consent, and if requested by Subtenant to exercise such termination rights, Sublandlord shall do so. Further, in accordance withthe event of a condemnation with renders the remaining portion of the Premises insufficient in Subtenant's reasonable opinion, Section 2.1for the conduct of Subtenant's business therein, Subtenant shall have the right to terminate this Sublease by delivering written notice to Sublandlord within thirty (30) days after the occurrence of the taking or condemnation or sale in lieu thereof. Notwithstanding anything to the contrary in the Prime Lease, in the event a fire or other casualty renders the Premises insufficient in Subtenant's reasonable opinion for the conduct of Subtenant's business therein and such condition is reasonably anticipated to continue for a period of one hundred twenty (120) days after the occurrence of the fire or other casualty, Subtenant shall have the right to terminate this Sublease by delivering written notice to Sublandlord within sixty (60) days after the occurrence of the casualty. In the event of a fire or other casualty which damages the Premises, Subtenant shall not be obligated to rebuild or restore any leasehold improvements existing in the Premises on the Commencement Date, and provided that this Sublease is not terminated as provided herein, Sublandlord shall rebuild such leasehold improvements to the condition which existed immediately prior to such fire or other casualty within sixty (60) days after Prime Landlord's delivery of the Premises to Sublandlord.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s 's request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any the Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Loss Proceeds Threshold if such settlement or adjustment is carried out in a competent and timely manner. Provided that no Event of Default has occurred and is continuing, but Borrower shall be permitted to collect and receive Loss Proceeds for claims that Borrower is permitted to settle without Lender’s participation pursuant to the immediately preceding sentence; provided, however, that, Lender shall be entitled to collect and receive (as set forth below) any and all Loss ProceedsProceeds for claims that Borrower is not permitted to settle without Lender’s participation pursuant to the immediately preceding. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of to the next succeeding sentenceextent Borrower is permitted to collect and receive Loss Proceeds pursuant to Section 5.16(c), all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if Following the Loss Proceeds in respect occurrence of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property areCasualty, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, regardless of whether proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the same may be retained by Borrower and shall be applied character as prior to the cost of restoringCasualty, repairing, replacing or rebuilding such Property or part thereof subject all in accordance with the terms hereof applicable to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth belowAlterations. If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed thirty percent (30% %) of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such the Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such the Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such the Property; (iii) restoration of such the Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restorationrestoration of the Property, the fair market value of the Property thereof is reasonably expected to equal at least the fair market value of such the Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such the Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such the Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such the Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of the Property in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable quality and character of the Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse such Loss Proceeds to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s 's being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s 's certificates, waivers of lien, contractor’s 's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Loss Proceeds Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Loss Proceeds Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s 's request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the PropertiesProperty. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ ' fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, Lender as the attorney-in-fact of Borrower for matters in excess of the Restoration Loss Proceeds Threshold with respect to any the Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a the Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan (without the requirement to pay a prepayment fee or premium) and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section 5.16(f) shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread interest rate until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) The Borrower shall give will furnish to the Administrative Agent and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation other insured damage to any portion of any Collateral or of the actual or threatened commencement of proceedings that would result in a Condemnationany action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any event described in any proceedings for any taking paragraph (a) of this Section results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation the Borrower or any transfer made Subsidiary, such Net Proceeds shall be paid over to the Administrative Agent, PROVIDED that (i) to the extent that the Borrower or any of the Subsidiaries intends to use any such Net Proceeds to repair, restore, reinvest or replace assets of the Borrower or any of the Subsidiaries as provided in lieu the proviso of or in anticipation the definition of a Condemnationthe term "Net Proceeds", the Administrative Agent shall, subject to the provision of such proviso, deliver such Net Proceeds to the Borrower, (ii) otherwise, the Administrative Agent shall, and the Borrower hereby authorizes the Administrative Agent to, apply such Net Proceeds, to the extent permitted by law. Upon Lender’s requestthat they are Net Proceeds, to prepay the Loans in accordance with Section 2.7 and (iii) all proceeds of business interruption insurance shall be paid over to the Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost unless a Default has occurred and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyis continuing. (c) Lender may (x) jointly with Borrower settle and adjust If any claims, (y) during Net Proceeds retained by or paid over to the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except Administrative Agent as provided in clause paragraphs (Aa) and (b) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds this Section continue to be initially deposited into held by the Loss Proceeds Account and subsequently deposited into Administrative Agent on the Cash Management Account in installments as and when date that is 180 days after the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration receipt of such Property areNet Proceeds, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss then such Net Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, prepay Borrowings as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c2.7(b), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (ai) Not later than the fifth Business Day following the date of receipt by the Borrower or any Subsidiary, or by the Collateral Agent as loss payee, of any Net Proceeds in respect of any Casualty or Condemnation, the Borrower shall give prompt notice prepay the Borrowings in an aggregate amount equal to Lender such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be applied within 545 days after the receipt of such Net Proceeds to the repair or restoration by the Borrower or the affected Subsidiary of the property subject to such Casualty (or to the replacement by the Borrower or the affected Subsidiary of the property subject to such Condemnation or Casualty in accordance with this Agreement), and certifying that (A) as of the date thereof, no Default or Event of Default has occurred and is continuing, (B) any such repair, restoration or replacement is reasonably expected to result, within such period (such period being extended in the case of Net Proceeds received in more than one payment to the day that is 545 days after the last of such payments), in the general value and utility of the property subject to such Casualty to be substantially equal to that existing immediately prior to such Casualty (or in the general value of the replacement property to be substantially equal to the value of the property subject to such Condemnation or Casualty) and will be made in compliance in all material respects with all applicable laws, (C) in the event such Net Proceeds (together with any other Net Proceeds previously received, or that are reasonably expected to be received, by the Borrower or any Subsidiary, or by the Collateral Agent as loss payee, in respect of such Casualty or Condemnation) could reasonably be expected to be insufficient to achieve the result referred to in clause (B) above, the Borrower and the Subsidiaries possess or reasonably expect to possess such other readily available funds or lending commitments (as to which conditions to borrowing are reasonably expected to be satisfied) as would enable them to achieve such result and (D) in the case of Net Proceeds received in respect of any asset of the Borrower or any Restricted Subsidiary, such [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Net Proceeds will only be applied to the repair or restoration of the property that constitutes Term Priority Collateral (or to the acquisition of the replacement property that will constitute Term Priority Collateral upon the acquisition thereof), in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that: (1) any such Net Proceeds that are not so applied by the end of such period shall be applied to prepay the Borrowings promptly upon the expiration of such period; (2) all such Net Proceeds shall be deposited in a Proceeds Collateral Account pending such application (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Proceeds Collateral Account (x) to the Borrower for the prepayment of the Borrowings in accordance with this Section 2.11(b) promptly upon request of the Borrower therefor or (y) as provided in Section 2.11(b)(iii) below); and (3) if, as a result of the receipt of such Net Proceeds, the Borrower or any Restricted Subsidiary would be required by the terms of any Indebtedness (including Indebtedness under the Existing IDB Credit Agreement) to repay, prepay, redeem, repurchase or defease, or make an offer to repay, prepay, redeem, repurchase or defease, any such Indebtedness, then, prior to the time at which the Borrower or such Restricted Subsidiary would be required to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer, the Borrower shall (x) prepay the Borrowings in accordance with this Section 2.11(b) or (y) consummate, or cause the consummation of, any then pending repair, restoration or replacement in accordance with this Section 2.11(b), in each case in the amount and in the manner that would eliminate such requirement to make such repayment, prepayment, redemption, repurchase or defeasance or to make such offer. Notwithstanding the foregoing, the Net Proceeds received by any Unrestricted Subsidiary in respect of any Casualty or Condemnation of any asset of such Unrestricted Subsidiary shall not be required to be applied to prepay Term Loans or to make any deposit in a Proceeds Collateral Account to the extent such Net Proceeds are required to be applied (and are promptly applied) to repay or prepay any Indebtedness of such Unrestricted Subsidiary (or any of its parent companies or Subsidiaries that, in each case, are Unrestricted Subsidiaries) or to the extent, and for so long as, such Net Proceeds are in excess of the actual maximum amount of cash that, under the definitive documentation governing any such Indebtedness, may be made available to the Borrower or threatened commencement any Restricted Subsidiary as a dividend or other distribution or any other return of proceedings that would result in a Condemnationcapital or restricted payment. (bii) Lender may participate In the event the Borrower shall have delivered the certificate referred to in Section 2.11(b)(i) with respect to any proceedings for Casualty or Condemnation, then upon and after the commencement of the repair, restoration or replacement of any taking by any public property subject thereto, the Borrower will, and will cause the applicable Subsidiary or quasi-public authority accomplished through Subsidiaries to, diligently and continuously pursue the repair or restoration of the property subject to such Casualty (or the location, acquisition or construction of a replacement to the property subject to such Condemnation or Casualty), in each case in compliance in all material respects with all applicable laws (and in the event such repair, restoration or replacement requires any transfer made [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] Governmental Authorization for the commencement, continuation or completion thereof, the Borrower will, and will cause each applicable Subsidiary to, use its commercially reasonably efforts to obtain such Governmental Authorization as promptly as reasonably possible). (iii) The Net Proceeds held by the Collateral Agent in lieu the Proceeds Collateral Account pursuant to this Section 2.11(b) shall, upon request of or in anticipation of a Condemnationthe Borrower, from time to time be withdrawn from the Proceeds Collateral Account and remitted to the extent permitted by law. Upon Lender’s requestBorrower for payment of costs arising from the repair or restoration of the property subject to a Casualty (or costs arising from the location, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in acquisition or construction of the carrying on or defense replacement of any such proceedings. Borrower shall not consent or agree the property subject to a Condemnation or action Casualty) as such costs become due and payable (or to reimburse the Borrower and the applicable Subsidiaries for any such costs previously paid by them from their own funds); provided that in lieu thereof without connection with any Material Casualty/Condemnation the prior written consent Collateral Agent may, in consultation with the Borrower, establish procedures determined by it to be reasonable for the evaluation and monitoring of Lender in each instancesuch repair, which consent restoration or replacement or to ensure that such amounts are applied only to pay (or to reimburse for the previous payment of) the proper costs of such repair, restoration or replacement and that such application complies with the provisions of this Section 2.11(b), and may condition any such withdrawal and remittance on compliance with such procedures. It is understood and agreed that the Collateral Agent shall not be unreasonably withheld or delayed required to establish any such procedures, but may do so in the case exercise of its reasonable credit judgment, including after taking into account the amount of the Net Proceeds involved, the nature and extent of the property subject to such Material Casualty/Condemnation and the expected complexity of the completion of, and the length of the period to complete, such repair, restoration or replacement. Without limiting the foregoing, as part of such procedures in connection with any Material Casualty/Condemnation the Collateral Agent may request: (A) a description in reasonable detail of the nature of the repair, restoration or replacement work contemplated, a confirmation that all such repair and restoration work is or will be in charge of a taking licensed architect and/or independent engineer, a copy of the plans and specifications, general contract and budget therefor and a verification for compliance with the requirements of this Section 2.11(b) of any of such plans and specifications by an independent engineer retained by the Collateral Agent; (B) such additional title insurance, title insurance endorsements, mechanic’s lien waiver certificates or other instruments and documents as the Collateral Agent shall consider reasonably necessary in connection with such repair, restoration or replacement or to preserve or protect the Mortgages and the other Collateral Documents, the Liens thereunder and its rights under the Credit Documents; (C) one or more certificates of an immaterial portion Authorized Officer of the Borrower certifying that no Default or Event of Default has occurred and is continuing; and [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] (D) one or more certificates of an Authorized Officer of the Borrower, or one or more certificates of an architect or engineer in charge of the repair or restoration work, relating to the repair, restoration or replacement work (including with respect to the compliance thereof with any Propertyplans or specifications previously provided to the Collateral Agent or with the requirements of this Section 2.11(b) generally or the relation of the work then completed to the amounts requested to be remitted by the Collateral Agent to the Borrower). (civ) Lender may Nothing in this Section 2.11(b) shall prevent the Collateral Agent from applying at any time all or any part of the Net Proceeds held in the Proceeds Collateral Account to (xA) jointly with Borrower settle the curing of any Event of Default or (B) the payment of any of the Term Loans or other Obligations after the occurrence and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of If during the Interim Period any Casualty or Condemnation or of the actual Purchased Assets are damaged or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking destroyed by any public casualty event or quasi-public authority accomplished through are taken by any condemnation event, then CEH shall prepare (or if GSCAC objects to CEH’s estimate within 5 Business Days after receipt of such estimate, CEH shall request that a Condemnation or any transfer made in lieu qualified independent firm reasonably acceptable to CEH and GSCAC prepare) within 15 to 45 days following such event (as such number of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably days is requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (cCEH) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of such a Casualtycasualty event, the sum of (A) the cost of restoration would not exceed 30% of restoring the applicable Allocated Loan Amount and Purchased Assets damaged or destroyed by such event to a condition reasonably comparable to their condition immediately prior to such casualty event plus (B) the Casualty does not render untenantableamount of any lost profits with respect to such Purchased Assets reasonably expected to accrue after Closing as a result of such casualty event, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of such a Condemnationcondemnation event, the Condemnation does not render untenantablecondemnation value therefor, or result in the cancellation case of Leases coveringclauses (i) and (ii) net of and after giving effect to (without duplication) (1) any insurance, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is condemnation award or other third party proceeds reasonably expected to be completed available to the applicable Project Company for such event, (2) any amounts expended by the applicable Project Company prior to Closing to restore damage caused by such casualty event and (3) adjustments relating to such casualty event or condemnation event that result in a reduction to the Designated Cash Account Balances that would otherwise exist at Closing (as applicable, such estimate being a “Casualty Estimate”). Any Casualty Estimate shall be prepared based on the best reasonably available information as of the date of such Casualty Estimate and if the Closing is expected to occur prior to the expiration end of rental interruption insurance the 15 to 45 day period referenced above (as such number of days is requested by CEH pursuant to the first sentence of this Section), then the determination of such Casualty Estimate shall not delay, impair or otherwise affect the Closing except that the Closing Date shall be extended, if necessary, to the earlier of (x) third Business Day after such Casualty Estimate is made and at least six months (y) the 5th day following the 15 to 45 day period (as requested by CEH pursuant to the first sentence of this Section 6.07) following such casualty event or condemnation event. (b) If the Casualty Estimate with respect to all such casualty or condemnation events is greater than $3,000,000 but does not exceed $25,000,000, then the LP Enterprise Value (in the case of a Casualty Estimate with respect to the La Paloma Project) or the BV Enterprise Value (in the case of a Casualty Estimate with respect to the Batesville Project) set forth on Exhibit F shall be reduced by an amount equal to such Casualty Estimate minus $3,000,000, in which case CEH and its Affiliates shall have no further liability hereunder due to such casualty or condemnation event and such casualty or condemnation event shall not otherwise affect the Closing. (c) If the Casualty Estimate with respect to all such casualty or condemnation events is greater than $25,000,000, GSCAC may, by written notice to CEH before the expected Closing Date, elect to (i) reduce the LP Enterprise Value (in the case of a Casualty Estimate with respect to the La Paloma Project) or the BV Enterprise Value (in the case of a Casualty Estimate with respect to the Batesville Project) set forth on Exhibit F by an amount equal to such Casualty Estimate minus $3,000,000, in which case CEH and its Affiliates shall have no further liability hereunder due to such casualty or condemnation event and such casualty or condemnation event shall not otherwise affect the Closing, or (ii) terminate this Agreement; provided, however, that if GSCAC does not elect to terminate this Agreement as provided in this sentence, then CEH may, by written notice to GSCAC on or before the expected Closing Date (or, if later, 50 days after the date of such casualty or condemnation event but prior to the Maturity Closing Date; (iv) (after such restoration), the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to terminate this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and Agreement in accordance with applicable law Article IX. (d) If the Casualty Estimate with respect to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation all such casualty or Casualtycondemnation events is $3,000,000 or less, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory neither GSCAC nor CEH shall have the right or option to it terminate this Agreement as a result of the estimated cost of completion of the restorationsuch casualty or condemnation event, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient there shall be no reduction in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment amount of the Indebtedness as it becomes due and payable during LP Enterprise Value or the restoration, BV Enterprise Value set forth on Exhibit F with respect to such casualty or condemnation event; and (iii) such architect’s certificatescasualty or condemnation event shall not delay, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably requestimpair or otherwise affect the Closing; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the workiv) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds there shall be disbursed prior to disbursement of such Loss Proceedsno liability for GSCAC, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein CEH or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition their respective Affiliates hereunder due to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes casualty or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determinecondemnation event. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice Subject to Lender the provisions of any Casualty Article XIV, this Article XV and (in the event the Lessee delivers, or Condemnation or of is obligated to deliver, a Termination Notice) Article XVI, and prior to the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation occurrence and continuation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender Lessee shall be entitled to collect and receive (as set forth belowand the Lessor shall pay over to the Lessee, if received by the Lessor, and hereby irrevocably assigns to the Lessee all of the Lessor's right, title and interest in) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentenceaward, all Loss Proceeds from any Casualty compensation or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption insurance proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, Lessee or the Lessor may become entitled by reason of their respective interests in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of if all or a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value portion of the Property is reasonably expected to equal at least damaged or destroyed in whole or in part by a Casualty or (ii) if the fair market value of such Property immediately prior to such Condemnation use, access, occupancy, easement rights or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied title to the cost of restoring, repairing, replacing or rebuilding such Property or any part thereof thereof, is the subject of a Condemnation; provided, however, subject to the Casualty or CondemnationArticle XIV, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild if a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior directly to the final completion of Agent or, if received by the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purposeLessee, shall be at least sufficient held in the reasonable judgment of Lender to pay trust for the cost of completion of Agent, and shall be paid over by the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, Lessee to the excessAgent (or, if anythe Participation Interests have been fully paid, of any Loss Proceeds remaining on deposit with Lender after to the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed Lessor) and held in accordance with the provisions terms of this paragraph (a). If, contrary to such provision, any such award, compensation or insurance proceeds are paid to the Lessor or the Lessee rather than to the Agent, the Lessor and the Lessee, as the case may be, hereby agree to transfer any such payment to the Agent. All amounts held by the Lessor or the Agent under the preceding sentences on account of any award, compensation or insurance proceeds either paid directly to the Lessor or the Agent or turned over to the Lessor or the Agent shall either be (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with paragraph (e) of this Section 5.1615.1, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory or (ii) applied to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied purchase price of the Property on a Termination Date resulting from a Casualty or Condemnation in accordance with paragraph (d) of this Section 15.1 or paragraph (a) of Section 16.2, with any Excess Proceeds being payable to the Cash Management Agreement Lessee. (b) In any proceeding or action under the control of the Lessor or the Agent pursuant to the terms of Section 14.2, the Lessee may participate and shall pay all expenses of such proceeding and its participation. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Lessor and the Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment under the control of the Lessee. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and the Lessee in and to any such award, compensation or insurance payment. (c) If the Lessor or the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Property or any interest therein, the Lessor or the Lessee, as if the same were Revenuescase may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such notice. (d) In the event of a Casualty or receipt of notice by the Lessee or the Lessor of a Condemnation, the Lessee may deliver to the Lessor and the Agent a Termination Notice with respect to the Property pursuant to Section 16.1. If the Lessee does not deliver a Termination Notice within thirty (30) days after such occurrence, then this Lease shall (subject to the terms and conditions thereof) remain in full force and effect, and the Lessee shall, at the Lessee's sole cost and expense, promptly and diligently restore the Property pursuant to paragraph (e) of this Section 15.1 and otherwise in accordance with this Lease. If the Lessee delivers a Termination Notice within thirty (30) days after such occurrence, a Significant Event shall irrevocably be deemed to have occurred with respect to the Property, and, in such event, this Lease shall terminate and the Lessee shall purchase the Property on the next Payment Date (but in no event to exceed sixty (60) days after such occurrence) (a "Termination Date") pursuant to Article XVI hereof. (e) Borrower If pursuant to this Section 15.1 this Lease shall cooperate continue in full force and effect following a Casualty or Condemnation, the Lessee shall, at its sole cost and expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Property in accordance with Lender this paragraph, the Lessee shall pay the shortfall), promptly and diligently repair any damage to the Property caused by such Casualty or Condemnation in obtaining conformity with the requirements of Sections 10.1 and 11.1 using the applicable as-built Plans and Specifications for Lender the benefits Property (as modified to give effect to any subsequent Modifications, any Condemnation affecting the Property and in compliance with all applicable Requirements of Law and all Insurance Requirements) so as to restore the Property to at least the same condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. In the event of such restoration, title to the Property shall remain with the Lessor; provided, that (i) title to any such substituted equipment shall vest in the Lessor and such equipment shall constitute Equipment thereafter for all purposes of this Lease, and (ii) the Lessor shall assign all of its right, title and interest to the Lessee in any such replaced equipment without representation or warranty of any Loss Proceeds lawfully or equitably payable kind other than that such equipment is free of Lessor Liens and Liens created pursuant to Lender in connection with the PropertiesOperative Documents. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect Upon completion of such proceedsrestoration, the expense Lessee shall furnish the Lessor an architect's certificate of an Appraisal on behalf of Lender) out of substantial completion and a Responsible Officer's Certificate confirming that such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect restoration has been completed pursuant to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Lease. (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of In no event shall a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property Casualty or Condemnation with respect to which such Loss Proceeds are paid shall be reduced this Lease remains in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to full force and effect under this Section 5.16(f) shall be equal to or greater than 60% of 15.1 affect the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, Lessee's obligations to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components Rent pursuant to Section 1.1(c), shall be applied 3.1 or to perform its obligations and pay any amounts due on the Notes Expiration Date or Note Components in ascending order of interest rate (i.e., first pursuant to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, Articles XIX and so on) or in such other order as Lender shall determineXX. (g) Notwithstanding anything Any Excess Proceeds received by the Lessor or the Agent in this Section 5.16 that would permit the application respect of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied turned over to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Lessee.

Casualty and Condemnation. (a) Borrower If any Casualty to the Leased Premises occurs the insurance proceeds of which are reasonably likely to be in excess of One Hundred Fifty Thousand Dollars ($150,000), Tenant shall give prompt Landlord and Lender immediate notice thereof. So long as no Event of Default then exists Tenant is hereby authorized to Lender of adjust, collect and compromise all claims under any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation.insurance policies required by Paragraph 16 (ba) Lender may participate in any proceedings for any taking (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by any public the insurers and Landlord shall have the right to join with Tenant therein. Any final adjustment, settlement or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense compromise of any such proceedings. Borrower claim in excess of $325,000 shall not consent or agree be subject to a Condemnation or action in lieu thereof without the prior written consent approval of Lender in each instanceLandlord, which consent approval shall not be unreasonably withheld or delayed delayed, and Landlord shall have the right to require Tenant to prosecute or contest any such claim, adjustment, settlement or compromise. If an Event of Default then exists, (i) Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the case Net Award payable in connection with a Casualty, (ii) Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases, (iii) each insurer is hereby authorized and directed to make payment under said policies, including return of unearned premiums, directly to Landlord or, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly, and Tenant hereby appoints each of Landlord and Lender as Tenant's attorneys-in-fact to endorse any draft therefor. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Mortgage so provides. (b) Tenant, immediately upon receiving a taking Condemnation Notice, shall notify Landlord and Lender thereof. So long as no Event of an immaterial portion Default exists, Tenant is authorized to collect, settle and compromise the amount of any PropertyNet Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, Settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any Condemnation proceeding or negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any expropriating body or condemnor in settlement or under threat of any Condemnation shall be made by Landlord or Tenant without the written consent of the other party, not to be unreasonably withheld or delayed. Upon receipt, any Net Award shall be distributed first, to Landlord, up to an amount equal to the sum of the Acquisition Cost and the applicable Prepayment Premium which Landlord will be required to pay in prepaying any Loan with the proceeds of the Net Award, then to Tenant up to an amount equal to the value of Tenant's leasehold estate hereunder and the value of any expansion or addition or any additional buildings constructed by Tenant during the Term, and, any balance of such Net Award to Landlord. Moreover, nothing in this Lease (i) shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or other tangible property which is not part of the Equipment, moving expenses or loss of business, if available, to the extent that and so long as (A) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (B) such claim does not in any way reduce the amount of the Net Award or, if Tenant gives a Termination Notice to Landlord, affect the obligations of Tenant under Paragraph 18 hereof to pay the Termination Amount. The rights of Landlord under this Paragraph 17(b) shall also be extended to Lender if and to the extent that any Mortgage so provides. (c) Lender may If any Casually (xwhether or not insured against) jointly with Borrower settle or Partial Condemnation shall occur, this Lease shall continue, notwithstanding such event, and adjust there shall be no abatement or reduction of any claimsMonetary Obligations, except as provided in Paragraph 19(c). Promptly after such Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the Leased Premises as nearly as possible to their value, condition and character immediately prior to such event (y) during assuming the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower Leased Premises to settle and adjust any claims; except that if have been in condition required by this Lease). So long as no Event of Default is continuingexists, Borrower may settle any Net Award up to and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender including $325,000 shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by Landlord to Tenant and Tenant shall restore the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all Leased Premises in accordance with the terms hereof applicable to Alterations and regardless requirements of whether Loss Proceeds are sufficient therefor Paragraph 13(b) of this Lease. Any Net Award in excess of $325,000 shall (but subject to Lender making unless such Condemnation resulting in the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been Net Award is a Termination Event) be made available by Landlord (or Lender, if required by the terms of any Mortgage) to Borrower). Provided that no Event Tenant for the restoration of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed of the Leased Premises pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaidParagraph 19 hereof. If any Loss Proceeds to be applied as Condemnation which is not a prepayment pursuant to this Section 5.16(f) Partial Condemnation shall be equal to or greater than 60% of the Release Price in respect of the applicable Propertyoccur, Borrower Tenant shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component comply with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, terms and so on) or in such other order as Lender shall determineconditions of Paragraph 18. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. Comply with the following requirements: (a) Borrower shall give prompt notice to Lender The Loss Proceeds in respect of any Casualty or Condemnation or Loss of any of the actual Collateral shall, subject to the rights, if any, of other parties with a prior interest in the property covered thereby, (i) so long as no Event of Default has occurred and is continuing and to the extent that the amount of such Loss Proceeds is less than $250,000, be disbursed to the applicable Borrower for reinvestment in such Borrower’s Business and (ii) in all other circumstances, be held by the Administrative Agent as cash collateral for the Obligations. The Administrative Agent may, so long as no Event of Default has occurred and is continuing and the Borrowers are not required to apply such Loss Proceeds to prepay the Obligations pursuant to Section 6.13(b) below or threatened commencement have not elected to reinvest such Loss Proceeds pursuant to Section 6.13(b) below, disburse from time to time all or any part of proceedings such proceeds so held as cash collateral, upon such terms and conditions as the Administrative Agent may reasonably prescribe, for direct application by such Borrower solely to the repair or replacement of such Borrower’s property so damaged, destroyed or taken or other reinvestment in the Borrowers’ Business; provided that, so long as no Event of Default has occurred and is continuing, the Borrowers shall at all times and in any event have the rights set forth in the last sentence of Section 6.13(d) below. In the event that would result such proceeds have not been reinvested in the Borrowers’ business within two hundred seventy (270) days after the earlier to occur of receipt thereof by the Borrowers or receipt thereof by the Administrative Agent, the Administrative Agent shall apply all or any part of such proceeds to the Obligations as provided in Sections 6.13(c) and (d); provided that, if (A) within such 270-day period after the earlier to occur of receipt of such proceeds by the Borrowers or receipt of such proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a Condemnationpurchase order) pursuant to which such reinvestment shall be made, a copy of which shall be provided to the Administrative Agent, and (B) within four hundred five (405) days following receipt of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall have completed, or shall have made significant progress toward completion of, such reinvestment with such Loss Proceeds, then the Borrowers shall not be required to prepay the Loans pursuant to Sections 6.13(b) and (c) but shall in any event comply with Section 6.13(d). (b) Lender may participate in any proceedings for any taking Concurrently with the receipt by any public or quasi-public authority accomplished through a Condemnation of the Borrowers or any transfer made of their Subsidiaries of Loss Proceeds relating to any Loss with respect to any Collateral or Company-Owned Property, less reasonable expenses relating to such Loss, which have not been reinvested in lieu the Borrowers’ Business within two hundred and seventy (270) days of receipt of such proceeds subject to Section 6.13(a) above, provided that, if (A) within such 270-day period after the earlier to occur of receipt of such Loss Proceeds by the Borrowers or in anticipation receipt of such Loss Proceeds by the Administrative Agent, the Borrowers enter into an agreement (which may be a Condemnationpurchase order) pursuant to which such reinvestment shall be made, a copy of which shall be provided to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingsAdministrative Agent, and (B) within four hundred five (405) days following receipt of such proceeds by the Borrowers or the Administrative Agent, the Borrowers shall consult with Lenderhave completed, its attorneys and expertsor shall have made significant progress toward completion of, and cooperate with them in such reinvestment of such Loss Proceeds, then the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent Borrowers shall not be unreasonably withheld required to prepay the Revolving Credit Loans in accordance with Sections 6.13(b) and (c) but shall in any event comply with Section 6.13(d) (provided, however, if a Default or delayed Event of Default has occurred and is continuing, such proceeds shall be immediately paid to the Administrative Agent); then the Borrowers shall pay to the Administrative Agent for the respective accounts of the Lenders an amount equal to one hundred percent (100%) of such Loss Proceeds, to be applied in the case of a taking of an immaterial portion of any Propertymanner set forth in Sections 6.13(b) and (c) or, if applicable, Section 6.13(d). (c) Lender may (xAll mandatory prepayments pursuant to Section 6.13(b) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender above shall be entitled applied first, as a principal reduction of any Term Loans in such order and such manner as Administrative Agent shall determine in its Sole Discretion, second, as a principal reduction of any Revolving Credit Loans in such order and such manner as Administrative Agent shall determine in its Sole Discretion, and, third, to collect any other Obligations in such order and receive (such manner as set forth below) Administrative Agent shall determine in its Sole Discretion. Any prepayment of principal of any and Loans shall include all Loss Proceeds. The reasonable expenses incurred by Lender in interest accrued thereon to the adjustment and collection date of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforsuch prepayment. (d) Except as provided in clause (A) of The Borrowers shall deliver to the next succeeding sentenceAdministrative Agent, promptly upon receipt thereof, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds that may have to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to prepay any Loans or other Obligations pursuant to Section 6.13(c) above if not reinvested as permitted in Section 6.13(a), to be held as Collateral pending reinvestment in accordance with such Section 6.13(a). Upon the cost of restoringBorrowers’ request, repairing, replacing or rebuilding such Property or part thereof subject any cash amounts delivered to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected Administrative Agent to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (ivheld as Collateral under this Section 6.13(d) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall may be applied to repay the cost of restoring, repairing, replacing Loans or rebuilding such Property or part thereof subject to the Casualty or Condemnation, other Obligations in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenuesorder provided above. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice The Agent, on behalf of the Lenders, may, with respect to Lender the First Lien Properties and subject to the rights of any other Person pursuant to any Lease, Ground Lease or REA, (i) jointly with the applicable Obligor settle and adjust any claims in respect of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (yii) during the continuance of an Event of Default, settle and adjust any such claims without the consent or cooperation of Borrowerany Obligor, or (ziii) allow Borrower the applicable Obligor to settle and adjust any such claims; except provided that if no Event of Default has occurred and is continuing, Borrower the Obligors may settle and adjust such claims without regard to clause (i) above aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss ProceedsAmount. The reasonable out-of-pocket expenses incurred by Lender the Agent in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness Obligations, and shall be reimbursed by Borrower the Borrowers to Lender upon the Agent within 30 days after receipt of written demand therefortherefor itemizing such expenses. (db) Except Subject to the terms of any Lease, any Ground Lease, any REA or any agreement governing any Pre-Petition Lien, as provided in clause (A) of the next succeeding sentenceapplicable, all Loss Proceeds from any Casualty or Condemnation Condemnation, shall be immediately forthwith deposited into the Loss Proceeds Account a Cash Collateral Account. (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (Ac) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) no monetary Event of Default exists at the time of the Condemnation or Casualty or the receipt of the Loss Proceeds; and (ii) either: (A) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does will not render untenantable, or result in the cancellation of Leases covering, more than 25% of (provided that a Lease shall not be deemed cancelled if the gross rentable area of such Property, relevant Debtor shall enter into a new Lease with an existing or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (iinew Tenant on market terms) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property;Property and the General Partner delivers to the Agent evidence reasonably satisfactory to the Agent that the insurer under each applicable insurance policy has not denied liability thereunder; or (iiiB) restoration in the case of a Condemnation, the Condemnation did not render untenantable, or result in the cancellation of Leases (provided that a Lease shall not be deemed cancelled if the relevant Debtor shall enter into a new Lease with an existing or new Tenant on market terms) covering, more than 15% of the gross rentable area of the applicable Property, and the General Partner delivers to the Agent evidence reasonably satisfactory to the Agent that such Property is reasonably expected can be restored to be completed prior to the expiration of rental interruption insurance an economically and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet)architecturally viable unit; and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, then the Loss Proceeds (after receipt thereof by Lender and reimbursement of any reasonable out of pocket expenses incurred by Lender the Agent in connection therewith therewith) shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required The Obligors hereby covenant and agree to commence or permitted cause to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, be commenced as promptly and diligently as practicable, practicable and to prosecute or cause to be prosecuted such restoring, repairing, replacing or rebuilding of such Property in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable quality and character of such Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether . If there shall remain excess Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete after the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been substantially completed in accordance with the provisions of this Section 5.169.4, as reasonably determined by Lendersuch excess shall be maintained in a Cash Collateral Account and disbursed in accordance with this Agreement. Notwithstanding anything to the contrary contained in this clause (c), and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such if the terms of any Lease, any Ground Lease, any REA or any agreement governing any Prior Lien Debt require restoration, repair, replacement and/or replacement, rebuilding have been paid in full or other application then the Loss Proceeds shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement terms of such Lease, Ground Lease, REA or agreement governing such Prior Lien Debt, as if the same were Revenuescase may be. (ed) Borrower Each Obligor shall cooperate with Lender the Agent in obtaining for Lender the Lenders the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the PropertiesLenders. Lender The Agent shall be reimbursed for any out-of-pocket expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees all costs and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lenderexpenses set forth in Section 15.6) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Proceeds. (fe) If Borrower a Debtor is not entitled to apply Loss Proceeds toward the restoration of a its Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied9.4(c), such Loss Proceeds shall either be applied on the first Payment Date following such election to the prepayment of the Loan and within two (2) Business Days (during which period no Obligor shall be accompanied by interest through the end entitled to make any Restricted Payment) of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount receipt of such Loss Proceeds shall be applied toward as a prepayment on the repayment of Term Loan or deposited into a Cash Collateral Account, as the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Agent may so elect.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, or is obligated to deliver or is deemed to have delivered, a Termination Notice), and prior to the occurrence and continuation of a Lease Event of Default, Lessee shall give prompt notice be entitled to Lender receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor's right, title and interest in) any award, compensation or insurance proceeds under Sections 14.2(a) or (b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in a Property (i) if all or a portion of such Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Event of Default shall have -------- ------- occurred and be continuing or if such award, compensation or insurance proceeds shall exceed $1,000,000, then such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor and held in accordance with the terms of this paragraph (a). All amounts held by Lessor hereunder on account of any Casualty award, compensation or Condemnation insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held as security for the performance of the actual or threatened commencement Lessee's obligations hereunder and when all such obligations of proceedings that would result in a CondemnationLessee with respect to such matters have been satisfied, all amounts so held by Lessor shall be paid over to Lessee. (b) Lender Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any proceedings for such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any taking such award, compensation or insurance payment. (c) If Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein where damage to the affected Property is estimated to equal or exceed twenty-five percent (25%) of the Property Cost of such Property, Lessee shall give notice thereof to the Lessor and to the Agent promptly after the receipt of such notice. In such event or in the event that a condemnation award or other compensation or insurance proceeds in excess of $15,000,000 are received by Lessee or Lessor in respect of any public Casualty or quasi-public authority accomplished through Condemnation, then Lessee shall be deemed to have delivered a Termination Notice and the provisions of Sections 16.1 and 16.2 shall apply. (d) In the event of a Casualty or a Condemnation or any transfer made in lieu (regardless of or in anticipation of a Condemnationwhether notice thereof must be given pursuant to paragraph (c)), this Lease shall terminate with respect to the extent permitted by law. Upon Lender’s requestapplicable Property in accordance with Section 16.1 if Lessee, Borrower within thirty (30) days after such occurrence, delivers to Lessor and the Agent a notice to such effect. (e) If pursuant to this Section 15.1 this Lease shall deliver continue in full force and effect following a Casualty or Condemnation with respect to Lender all instruments reasonably requested by it to permit such participation. Borrower the affected Property, Lessee shall, at its sole cost and expenseexpense and using, diligently prosecute any such proceedingsif available, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense proceeds of any award, compensation or insurance with respect to such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall (including, without limitation, any such award, compensation or insurance which has been received by the Agent and which should be immediately deposited into turned over to Lessee pursuant to the Loss Proceeds Account (monthly rental loss/business interruption proceeds terms of the Operative Agreements, and if not available or sufficient, using its own funds), promptly and diligently repair any damage to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered applicable Property caused by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in conformity with the manner set forth below requirements of Sections 10.1 and 11.1, using the as-built Plans and Specifications or manufacturer's specifications for the applicable Improvements or Equipment (B) if as modified to give effect to any subsequent Modifications, any Condemnation affecting the Loss Proceeds are paid by Property and all applicable Legal Requirements), so as to restore the insurance company applicable Property to Lender, substantially the same shall be disbursed by Lender to Borrowercondition, subject to the conditions to disbursement set forth below. Ifoperation, at any Property, a Condemnation or Casualty occurs function and value as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property existed immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted such event, title to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance shall remain with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Lessor. (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of In no event shall a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property Casualty or Condemnation with respect to which such Loss Proceeds are paid shall be reduced this Lease remains in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to full force and effect under this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, 15.1 affect Lessee's obligations to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components Rent pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine3.1. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term with respect to a Property a Casualty occurs with respect to such Property or Lessee receives notice of the applicable a Condemnation with respect to such Property, if immediately and following a release of any portion of such Casualty or Condemnation, the applicable Property from cannot reasonably be restored, repaired or replaced on or before the Lien earlier of the Loan Documents in connection with a 180th day prior to the Expiration Date or the date nine (9) months after the occurrence of such Casualty or Condemnation (but taking into account any proposed restoration to the substantially same condition as existed immediately prior to such Casualty or Condemnation or on or before such day such Property is not in fact so restored, repaired or replaced, then Lessee shall be required to exercise its Purchase Option for such Property on the remaining next Payment Date (notwithstanding the limits on such exercise contained in Section 20.2) and pay Lessor the Termination Value for such Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, howeverif any Default or Event of Default has occurred and is -------- continuing, if the aggregate Loss Proceeds are insufficient for such purposeLessee shall also promptly (and in any event within three (3) Business Days) pay Lessor any award, then the full amount compensation or insurance proceeds received on account of such Loss any Casualty or Condemnation with respect to any Property; provided, further, that no Default or Event of Default has occurred and is continuing, any Excess Proceeds shall be applied toward paid to Lessee. If a Default has occurred and is continuing and any Loans, Holder Funding or other amounts are owing with respect thereto, then any Excess Proceeds (to the repayment extent of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(gany such Loans, Holder Funding or other amounts owing with respect thereto) shall be made pursuant to, and in accordance with, paid to the Lessor. (h) The provisions of Section 2.115.1(a) through 15.1(g) shall not apply to any Property until after the Basic Term commences with respect to such Property.

Casualty and Condemnation. (a) The Borrower shall give prompt will promptly (and in any event within 30 days) furnish to the Administrative Agent and the Lenders written notice to Lender of any Casualty material damage to or Condemnation loss of any material portion of any Project occasioned by fire, rain, flood, storm, earthquake or other casualty or loss of any nature, whether insured or uninsured, and of the actual or threatened commencement of proceedings that would result any action or other proceeding for the taking of any material portion of or interest in a Condemnationany Project under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If an event described in any proceedings paragraph (a) above results in an Event of Loss with respect to a Project, the Borrower will prepay its Loans for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made such Project as provided in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingssection 5.2(d), and shall consult with Lender, its attorneys and experts, and cooperate with them in for such purpose the carrying on or defense Borrower may use the Net Proceeds from the Event of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyLoss. (c) Lender may If an event described in paragraph (xa) jointly with Borrower settle and adjust any claims, (y) during the continuance of above does not constitute an Event of DefaultLoss with respect to a Project, settle the Borrower will promptly and adjust diligently, at its expense, commence and carry to completion the repair and restoration of the damage to the applicable Project, and the replacement of any claims without portion of the consent Project which is not susceptible of repair or cooperation restoration; and if such event results in Net Proceeds (whether in the form of Borrowerinsurance proceeds, a condemnation award or otherwise), the Collateral Agent is authorized to collect such Net Proceeds and, if received by any Credit Party, the Borrower will, or will cause any applicable Credit Party, to pay over such Net Proceeds to the Collateral Agent; PROVIDED that (zi) allow Borrower if the aggregate Net Proceeds in respect of such event (other than proceeds in respect of business interruption insurance) are less than $250,000, such Net Proceeds shall be paid over to settle and adjust any claims; except that if no or retained by the applicable Credit Party unless a Default under section 10.1(a) or Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed applied by Borrower it to Lender upon demand thereforthe cost of repair or restoration of the Project, and (ii) all proceeds of business interruption insurance shall be paid over to or retained by the applicable Credit Party unless a Default under section 10.1(a) or Event of Default has occurred and is continuing. (d) Except All such Net Proceeds retained by or paid over to the Collateral Agent pursuant to section 8.10(c) shall be held by the Collateral Agent in an interest bearing account as provided in clause (A) part of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuingCollateral and, if the Loss Proceeds in respect of a particular Casualty no Default under section 10.1(a) or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of released by the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed Collateral Agent from time to time until such time as 50% to or at the direction of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender Borrower to pay for the cost costs of completion of repairing, restoring or replacing the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed affected property in accordance with the provisions original construction requirements or any other applicable terms of this Section 5.16the applicable Security Documents. No Net Proceeds shall be released by the Collateral Agent unless the Borrower has evidenced, as reasonably determined by Lenderto the satisfaction of the Collateral Agent, and after Lender has received evidence reasonably satisfactory that such Net Proceeds are sufficient to Lender that all costs incurred in connection with complete such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in restoration or replacement, or the Cash Management Account and applied in accordance with Borrower has evidenced, to the Cash Management Agreement as if satisfaction of the same were RevenuesCollateral Agent, payment of any shortfall pursuant to capital contributions by its members. (e) Borrower shall cooperate with Lender in obtaining for Lender If the benefits of Collateral Agent determines at any Loss time that any Net Proceeds lawfully retained by or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject paid over to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property Collateral Agent pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.section 8.10

Casualty and Condemnation. (a) Borrower If any Casualty to any of the Related Premises occurs the insurance proceeds for which are reasonably estimated by Tenant to be equal to or in excess of the Threshold Amount, Tenant shall give prompt Landlord and Lender immediate notice thereof. So long as (i) no Event of Default, exists, and (ii) Tenant does not give a Termination Notice to Landlord, Tenant is hereby authorized to adjust, collect and compromise all claims under any of the insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) and to execute and deliver on behalf of Landlord all necessary proofs of loss, receipts, vouchers and releases required by the insurers and Landlord shall have the right to join with Tenant therein. Any final adjustment, settlement or compromise of any such claim shall be subject to the prior written approval of Landlord and Lender, and Landlord and Lender shall have the right to prosecute or contest, or to require Tenant to prosecute or contest, any such claim, adjustment, settlement or compromise. If an Event of Default exists, Tenant shall not be entitled to adjust, collect or compromise any such claim or to participate with Landlord in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty and, in such event, agrees to sign, upon the request of Landlord, all such accurate proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies, if required by the Mortgage, to Lender instead of to Landlord and Tenant jointly. The rights of Landlord under this Paragraph 17(a) shall be extended to Lender if and to the extent that any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a CondemnationMortgage so provides. (b) Tenant, promptly upon receiving a Condemnation Notice, shall notify Landlord and Lender may thereof. So long as (i) no Event of Default, exists and (ii) Tenant does not give a Termination Notice to Landlord, Tenant is authorized to collect, settle and compromise the amount of any Net Award and Landlord shall have the right to join with Tenant herein. If an Event of Default exists, Landlord shall be authorized to collect, settle and compromise the amount of any Net Award and Tenant shall not be entitled to participate with Landlord in any proceedings for any taking by any public Condemnation proceeding or quasi-public authority accomplished through a negotiations under threat thereof or to contest the Condemnation or the amount of the Net Award therefor. No agreement with any transfer condemnor in settlement or under threat of any Condemnation shall be made by Tenant without the written consent of Landlord. Subject to the provisions of this Paragraph 17(b), Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant's leasehold interest hereunder or otherwise; but nothing in lieu this Lease shall impair Tenant's right to any award or payment on account of Tenant's trade fixtures, equipment or in anticipation other tangible property which is not part of a Condemnationthe Fixtures, moving expenses or loss of business, if available, to the extent permitted by lawthat and so long as (i) Tenant shall have the right to make, and does make, a separate claim therefor against the condemnor and (ii) such claim does not in any way reduce either the amount of the award otherwise payable to Landlord for the Condemnation of Landlord's fee interest in the applicable Related Premises or the amount of the award (if any) otherwise payable for the Condemnation of Tenant's leasehold interest hereunder. Upon Lender’s request, Borrower The rights of Landlord under this Paragraph 17(b) shall deliver also be extended to Lender all instruments reasonably requested by it if and to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute the extent that any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyMortgage so provides. (c) Lender may If any Partial Casualty (xwhether or not insured against) jointly with Borrower settle or Partial Condemnation shall occur to any Related Premises, this Lease shall continue, notwithstanding such event, and adjust there shall be no abatement or reduction of any claimsMonetary Obligations. Promptly after such Partial Casualty or Partial Condemnation, Tenant, as required in Paragraph 12(a), shall commence and diligently continue to restore the applicable Related Premises as nearly as possible to its value, condition and character immediately prior to such event (y) during assuming such Related Premises to have been in the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if condition required by this Lease). So long as no Event of Default is continuingexists, Borrower may settle any Net Award up to and adjust claims aggregating not in excess of including the Restoration Threshold if Amount shall, unless such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, resulting in the reasonable determination of LenderNet Award is a Termination Event, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are be paid by the insurance company directly Landlord to Borrower, the same may be retained by Borrower Tenant and Tenant shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of restore the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all Related Premises in accordance with the terms hereof applicable to Alterations and regardless requirements of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to BorrowerParagraph 13(b). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower If any Event of Loss shall give prompt notice occur with respect to Lender the Project or any part thereof, the Borrowers shall (a) if such Event of Loss either involves any Casualty or Condemnation or of the actual Collateral or threatened commencement of proceedings that would result results in a Condemnation. loss that exceeds $1,500,000 in aggregate repair, restoration and replacement costs, promptly upon discovery or receipt of notice thereof provide written notice thereof to the Administrative Agent, (b) Lender may participate diligently pursue all of their rights to compensation against all relevant insurers, reinsurers and Governmental Authorities, as applicable, in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu respect of or in anticipation such Event of a CondemnationLoss and (c) not, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, the Administrative Agent (which consent shall not be unreasonably withheld or delayed delayed), compromise or settle any claim involving (A) an amount in excess of $1,500,000 per claim, or (B) any claim of any amount if the Event of Loss either (x) involves all or any part of the Collateral or (y) arises out of an event which involves claims of an amount which when added to the aggregate amount of all other claims during the preceding period of 12 consecutive months, would exceed $6,000,000. All amounts and proceeds (including instruments) in respect of any Event of Loss, including the proceeds of any insurance policy required to be maintained by the Borrowers hereunder (collectively, "Loss Proceeds") shall, subject to the further provisions of this section 5.14, be applied as provided in section 5.4(c). The Borrowers warrant that none of the corresponding provisions of the other Financing Agreements impose any obligations with respect to the application of any proceeds of any of the Collateral except to the Lenders hereunder. All Loss Proceeds relating to the Collateral shall be paid by the insurers, reinsurers, Governmental Authorities or other payors directly to the Administrative Agent for deposit in the case cash collateral account referred to in section 1.11 for application in the manner therein specified. If any Loss Proceeds relating to the Collateral are paid by any insurer, reinsurer, Governmental Authority or other such payor directly to either Borrower, any Affiliate of a either Borrower or any Lender Party other than the Administrative Agent, (a) such Loss Proceeds shall be received in trust for the Administrative Agent, (b) such Proceeds shall be segregated from other funds of the recipient, and (c) the recipient shall promptly pay (and, if applicable, the Borrowers shall cause any of their Affiliates receiving the same to promptly pay) such Loss Proceeds over to the Administrative Agent in the same form as received (with any necessary endorsement) for deposit in the cash collateral account referred to in section 1.11 for application in the manner therein specified. (b) Promptly upon learning of the institution of any proceeding for the condemnation or other taking of an immaterial portion any of their property (including without limitation any of the Collateral), the Borrowers shall notify the Lenders of the pendency of such proceeding and agree that to the extent the affected property includes any of the Collateral, the Administrative Agent, on behalf of the Lender Parties, may participate in any such proceeding and the Borrowers from time to time shall deliver to the Administrative Agent and the Lenders all instruments reasonably requested by the Administrative Agent to permit such participation. The Administrative Agent shall (and is hereby authorized to) collect any and all awards, payments or other proceeds of any Propertysuch condemnation or taking relating to any of the Collateral and apply such proceeds to the reduction of the Obligations in the manner set forth in section 1.11 except to the extent that the Borrowers shall be permitted or required to use such proceeds, or a part thereof, to replace, repair or restore such Collateral as provided in section 1.11 hereof. (c) Lender may (x) jointly with Borrower settle and adjust any claimsAny Collateral which is to be replaced, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent repaired or cooperation of Borrower, or (z) allow Borrower restored pursuant to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender section 1.11 shall be entitled to collect replaced, repaired or restored with materials and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be workmanship of substantially the same character as immediately prior to the Condemnation good a quality as existed before such loss or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceedstaking, and the Loss Proceeds Borrowers shall commence such replacement, repair or restoration as soon as practicable and such additional payment shall be applied proceed diligently with it until completion. The Borrowers shall, at reasonable intervals requested by Lender as a prepayment the Administrative Agent, provide to the Lenders written progress reports, other information and evidence of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component Borrowers' compliance with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determineforegoing. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) If the any Borrower has knowledge of a Casualty or a Condemnation of a Mortgaged Property or any interest therein, the Borrowers, within fifteen (15) days of obtaining such knowledge, shall give prompt notice thereof to Lender the Administrative Agent generally describing the nature and extent of any such Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender To the extent a Casualty or Condemnation occurs at such time that (i) a Default has occurred and is continuing, any condemnation proceeds, award, compensation or insurance proceeds received by the Borrowers shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall he retained by the Administrative Agent) as security for the Credit Party Obligations and shall not be available under this Section 5.14 to the Borrowers until the Default has been cured and all Credit Party Obligations are made fully current and (ii) an Event of Default has occurred and is continuing, any condemnation proceeds, award, compensation or insurance proceeds shall be paid to the Administrative Agent (or if otherwise paid to the Administrative Agent shall be retained by the Administrative Agent) as security for the Credit Party Obligations and shall be subject to application pursuant to the remedies available to the Administrative Agent and the Lenders under this Agreement and at law. (c) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting greater than fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2012 Appraisals or such later appraisals as required by this Agreement, as applicable, the Borrowers at their option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied); or (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property. (d) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Casualty affecting less than or equal to fifty percent (50%) of the appraised value for such Mortgaged Property pursuant to the 2012 Appraisals or such later appraisals as required by this Agreement, as applicable, the Borrowers at their option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Casualty (assuming all maintenance and repair standards have been satisfied); (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount with respect to such Mortgaged Property; or (iii) perform a Restoration in accordance with Section 5.14(h); provided that no more than five (5) Mortgaged Properties may participate be in the process of Restoration as a result of a Casualty at any one time. To the extent the Borrowers elect either of the options described in the foregoing subsections (i) or (ii) and the Administrative Agent confirms satisfaction of all obligations in connection with subsection (i) or (ii), as applicable, then the Administrative Agent shall cause the applicable Mortgaged Property to be released from the Collateral and the Net Cash Proceeds associated with such Mortgaged Property shall be returned to the Borrowers. (e) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which materially impairs the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrowers at their option shall either: (i) replace such Mortgaged Property in accordance with Section 5.12 with a Substituted Property having the same, superior or greater remaining economic value, useful life, utility, condition, operational capacity and functional capacity to that which existed for such Mortgaged Property then being replaced immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied); or (ii) prepay the Term Loan in an aggregate amount equal to one hundred percent (100%) of the Allocated Payoff Amount allocable to such Mortgaged Property. (f) If no Default or Event of Default has occurred and is continuing and any Mortgaged Property suffers a Condemnation which does not materially impair the economic value, useful life, utility, condition, operational capacity or functional capacity of such Mortgaged Property from that which existed immediately prior to such Condemnation (assuming all maintenance and repair standards have been satisfied), the Borrowers shall cause the Net Cash Proceeds in excess of $250,000 to be paid to the Administrative Agent for application to the prepayment in part of the Term Loan in accordance with Section 2.4(b)(iii). (g) The Borrowers may appear in any proceedings proceeding or action to negotiate, prosecute, adjust or appeal any claim for any taking by award, compensation or insurance payment on account of any public such Casualty or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to and shall pay all expenses thereof. At the extent permitted by law. Upon Lender’s Borrowers’ reasonable request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, and at its the Borrowers’ sole cost and expense, diligently prosecute the Administrative Agent shall participate in any such proceedingsproceeding, action, negotiation, prosecution or adjustment. The Administrative Agent and the Borrowers agree that this Agreement shall consult with Lender, its attorneys control the rights of the Administrative Agent and experts, the Borrowers in and cooperate with them in the carrying on or defense of to any such proceedings. Borrower shall not consent award, compensation or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyinsurance payment. (ch) Lender may In the event of a Casualty under Section 5.14(d), to the extent the Borrowers do not elect to either (xi) jointly with Borrower settle and adjust any claims, prepay one-hundred percent (y100%) during of the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, Allocated Payoff Amount allocable to such Mortgaged Property or (zii) allow Borrower replace the Mortgaged Property with a Substituted Property pursuant to settle Sections 5.12 and adjust 5.14(d), the Borrowers shall, within one hundred and eighty (180) days of such Casualty or as soon thereafter as shall be reasonably practicable, commence such repair or replacement within such period, and thereafter diligently prosecute such repair or replacement of the Mortgaged Property to the same or greater economic value, remaining useful life, utility, condition, operation and function as existed immediately prior to such Casualty (“Restoration”). (i) Any award, compensation or proceeds in respect of any claims; except that if no Event of Default is continuingCasualty (collectively, Borrower may settle and adjust claims aggregating not as used in this Section 5.14(h), “proceeds”) in excess of $500,000 shall be turned over to the Restoration Threshold if such settlement Administrative Agent (or adjustment is carried out in at the Administrative Agent’s election, to a competent trustee or escrow agent who shall be selected by the Administrative Agent and timely manner, but Lender whose fees shall be paid by the Borrowers); provided that the Borrowers shall be entitled to collect and receive (as set forth below) keep any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentencesuch award, all Loss Proceeds from any Casualty compensation or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into extent the Cash Management Account in installments as and when Borrowers deliver evidence reasonably satisfactory to the lost rental income covered by Administrative Agent that such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be amounts were previously applied to the cost Restoration of restoringthe affected Mortgaged Property. At the Borrowers’ reasonable request, repairing, replacing the Administrative Agent will deposit any proceeds held by it for Restoration into an interest-bearing account which is backed directly or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid indirectly by the insurance company to Lender, full faith and credit of the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to United States government over which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property;77 (ii) in Any such proceeds held by the case Administrative Agent for Restoration of any Mortgaged Property shall be made available to the Borrowers upon their request (but no more frequently than once a Condemnation, month) as the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property;Restoration progresses. (iii) restoration of such Property is reasonably expected to be completed prior Prior to the expiration disbursement of rental interruption insurance and at least six months prior Restoration proceeds, the Borrowers shall have delivered to the Maturity Date;Administrative Agent the following: (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (iA) evidence reasonably satisfactory to it the Administrative Agent of the estimated cost of completion of the restoration, Restoration; (iiB) funds, or assurances evidence reasonably satisfactory to Lender that such the Administrative Agent of additional funds are available and from the Borrowers in excess of the proceeds sufficient in addition to any remaining Loss Proceeds, to complete and fully pay for the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment entire unpaid cost of the Indebtedness as it becomes due Restoration, free and payable during the restoration, and clear of all Liens or claims of Lien; and (iiiC) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences evidence of cost, payment and performance as Lender the Administrative Agent may reasonably request; require and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed approve; (i) In no event shall a Casualty or Condemnation affect the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender Borrowers’ obligation to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed Credit Party Obligations in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Agreement. (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Subject to the Seller’s representations, warranties and covenants made pursuant to this Agreement, from and after the Execution Date, if Closing occurs, Purchaser shall give prompt notice assume all risk of loss with respect to Lender production of Hydrocarbons through normal depletion (including watering out of any Casualty Well, collapsed casing or Condemnation or sand infiltration of any Well) and the actual or threatened commencement depreciation of proceedings that would result any Equipment due to ordinary wear and tear, in a Condemnationeach case, with respect to the Assets. (b) Lender may participate If, after the Execution Date but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is expropriated or taken in any proceedings for any taking condemnation or under right of eminent domain (each, a “Casualty Loss”), Purchaser shall nevertheless be required to proceed with Closing and Seller, at the Closing, shall pay to Purchaser all sums paid to Seller and its Affiliates by any public Persons by reason of such Casualty Loss insofar as with respect to the Assets and shall assign, transfer and set over to Purchaser or quasisubrogate Purchaser to all of Seller’s or its Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against non-public authority accomplished through a Condemnation or any transfer made in lieu Affiliate Third Parties (excluding Damages, other than insurance claims, of or in anticipation against any member of a Condemnation, the Seller Group) arising out of such Casualty Loss insofar as with respect to the extent permitted Assets; provided, however, that (i) in the event that the amount of the costs and expenses associated with repairing or restoring the Assets affected by law. Upon Lendersuch Casualty Loss exceeds Two Hundred Thirty-Four Thousand Six Hundred Sixty-Seven Dollars ($234,667) net to Seller’s requestinterest, Borrower shall deliver Seller must elect by written notice to Lender all instruments reasonably requested Purchaser prior to Closing either to (A) cause the Assets affected by it such Casualty Loss to permit such participation. Borrower shallbe repaired or restored, at its Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (B) reduce the Base Purchase Price by the cost to repair or restore such Casualty Loss and expense(ii) Seller shall reserve and retain (and Purchaser shall assign to Seller) all rights, diligently prosecute title, interests and claims against third Persons who are not Affiliates of Seller for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such proceedings, and shall consult insurance claims or other rights against such third Persons with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of respect to any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyCasualty Loss. (c) Lender may (x) jointly with Borrower settle and adjust any claimsSeller shall promptly notify Purchaser in writing following the occurrence of such Casualty Loss, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess which notice shall include reasonable detail of the Restoration Threshold if nature of such settlement or adjustment is carried out in a competent Casualty Loss and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part Seller’s good faith estimate of the Indebtedness and shall be reimbursed by Borrower costs to Lender upon demand therefor. (d) Except as provided in clause (A) of repair or replace the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrowerrelevant Asset(s). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) The Borrower shall give will furnish to the Credit Parties prompt written notice to Lender of any Casualty casualty or Condemnation other insured damage in excess of $1,000,000 to any portion of any property owned or held by or on behalf of itself or any Subsidiary Guarantor or the actual or threatened commencement of proceedings that would result in a Condemnationany action or proceeding for the taking of any such property or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any Casualty Event results in any proceedings for any taking Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation the Borrower or any transfer made Subsidiary Guarantor, such Net Proceeds shall not be commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in lieu trust for the benefit of or in anticipation of a Condemnationthe Administrative Agent hereunder and shall be forthwith paid over to the Administrative Agent, provided that (i) to the extent permitted by law. Upon Lender’s requestthat the Borrower or any of the Subsidiary Guarantors intends to use any such Net Proceeds to repair, restore, reinvest or replace assets of the Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower or any of the Subsidiary Guarantors as provided in the proviso of the definition of the term “Net Proceeds”, the Administrative Agent shall, at its sole cost subject to the terms and expenseconditions of such proviso, diligently prosecute any deliver such proceedingsNet Proceeds to the Borrower, (ii) otherwise, the Administrative Agent shall, and the Borrower hereby authorizes the Administrative Agent to, apply such Net Proceeds to prepay the Loans in accordance with Section 2.7 and (iii) all proceeds of business interruption insurance shall consult with Lender, its attorneys be paid over to the Borrower unless a Default has occurred and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyis continuing. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent All proceeds received by or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would Administrative Agent that do not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Net Proceeds shall be disbursed prior paid over to disbursement of such Loss Proceedsthe Borrower, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds orthe relevant Loan Parties, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default has occurred and is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice Subject to Lender the provisions of any Casualty this Article 15 and Article 16 (in the event Lessee delivers, or Condemnation or of is obligated to deliver, an Early Termination Notice), and except during the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation occurrence and continuation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Potential Lease Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender Lessee shall be entitled to collect and receive (as set forth belowand Lessor shall pay over to Lessee, if received by Lessor, and hereby irrevocably assigns to Lessee all of Lessor's right, title and interest in) any and all Loss Proceeds. The reasonable expenses incurred award, compensation or insurance proceeds to which Lessee or Lessor may become entitled by Lender reason of their respective interests in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of if all or a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value portion of the Property is reasonably expected to equal at least damaged or destroyed in whole or in part by a Casualty or (ii) if the fair market value of such Property immediately prior to such Condemnation use, access, occupancy, easement rights or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied title to the cost of restoring, repairing, replacing or rebuilding such Property or any part thereof thereof, is the subject to the Casualty or of a Condemnation; provided, in the manner set forth below. In any case in which the Borrower is required or permitted to restorehowever, repair, replace or rebuild if a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Potential Lease Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior directly to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss ProceedsAgent or, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purposeif received by Lessee, shall be at least sufficient held in the reasonable judgment of Lender to pay trust for the cost of completion of Agent, and shall be paid over by Lessee to the restoration free Agent and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed held in accordance with the provisions terms of this paragraph (a). If, contrary to such provision, any such award, compensation or insurance proceeds are paid to Lessor or Lessee, rather than to the Agent, Lessor and Lessee, as the case may be, hereby agree to transfer any such payment to the Agent. All amounts held by Lessor or the Agent shall either be (x) paid to Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with paragraph (e) of this Section 5.1615.1, as or (y) held in an interest bearing account reasonably determined by Lenderacceptable to Lessor and Lessee until applied to the Lessee Obligations pursuant to subpart (z), and after Lender has received evidence reasonably satisfactory or (z) upon any Early Termination Date, the Expiration Date, or any purchase or sale of the Property pursuant to Lender that all costs incurred in connection this Lease, applied to the Lessee Obligations, with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited an associated reduction in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were RevenuesAsset Termination Value payable on such date. (eb) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely Except during the continuance continuation of an a Lease Event of Default, as Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the attorney-in-fact of Borrower for matters Agent shall participate in excess any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease, to the extent not inconsistent with Section 3 of the Restoration Threshold with respect Participation Agreement, shall control the rights of Lessor and Lessee, inter se, in and to any Propertysuch award, with full power compensation or insurance payment. The Lessor’s obligations to disburse its share of substitutionsuch award, subject to the terms of this compensation or insurance payment are set forth in Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any 3 of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Participation Agreement. (fc) If Borrower is not entitled to apply Loss Proceeds toward the restoration Lessor or Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Property or any interest therein, Lessor or Lessee, as the case may be, shall give notice thereof to the other and to the Agent promptly after the receipt of such notice. (d) In the event of a Casualty or receipt of notice by Lessee or Lessor of a Condemnation, Lessee may deliver to Lessor and the Agent an “Early Termination Notice” pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine16. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower Subject to the provisions of this Article XV and Article XVI (in the event Lessee delivers, or is obligated to deliver or is deemed to have delivered, a Termination Notice), and prior to the occurrence and continuation of a Lease Event of Default, Lessee shall give prompt notice be entitled to Lender receive (and Lessor hereby irrevocably assigns to Lessee all of Lessor's right, title and interest in) any award, compensation or insurance proceeds under Sections 14.2(a) or (b) hereof to which Lessee or Lessor may become entitled by reason of their respective interests in a Property (i) if all or a portion of such Property is damaged or destroyed in whole or in part by a Casualty or (ii) if the use, access, occupancy, easement rights or title to such Property or any part thereof is the subject of a Condemnation; provided, however, if a Lease Event of Default shall have -------- ------- occurred and be continuing or if such award, compensation or insurance proceeds shall exceed $1,000,000, then such award, compensation or insurance proceeds shall be paid directly to Lessor or, if received by Lessee, shall be held in trust for Lessor, and shall be paid over by Lessee to Lessor and held in accordance with the terms of this paragraph (a). All amounts held by Lessor hereunder on account of any Casualty award, compensation or Condemnation insurance proceeds either paid directly to Lessor or turned over to Lessor shall be held as security for the performance of the actual or threatened commencement Lessee's obligations hereunder and when all such obligations of proceedings that would result in a CondemnationLessee with respect to such matters have been satisfied, all amounts so held by Lessor shall be paid over to Lessee. (b) Lender Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At Lessee's reasonable request, and at Lessee's sole cost and expense, Lessor and the Agent shall participate in any proceedings for such proceeding, action, negotiation, prosecution or adjustment. Lessor and Lessee agree that this Lease shall control the rights of Lessor and Lessee in and to any taking such award, compensation or insurance payment. (c) If Lessee shall receive notice of a Casualty or a possible Condemnation of a Property or any interest therein where damage to the affected Property is estimated to equal or exceed Twenty-Five percent (25%) of the Property Cost of such Property, Lessee shall give notice thereof to the Lessor and to the Agent promptly after the receipt of such notice. In such event or in the event that a condemnation award or other compensation or insurance proceeds in excess of $15,000,000 are received by Lessee or Lessor in respect of any public Casualty or quasi-public authority accomplished through Condemnation, then Lessee shall be deemed to have delivered a Termination Notice and the provisions of Sections 16.1 and 16.2 shall apply. (d) In the event of a Casualty or a Condemnation or any transfer made in lieu (regardless of or in anticipation of a Condemnationwhether notice thereof must be given pursuant to paragraph (c)), this Lease shall terminate with respect to the extent permitted by law. Upon Lender’s requestapplicable Property in accordance with Section 16.1 if Lessee, Borrower within thirty (30) days after such occurrence, delivers to Lessor and the Agent a notice to such effect. (e) If pursuant to this Section 15.1 this Lease shall deliver continue in full force and effect following a Casualty or Condemnation with respect to Lender all instruments reasonably requested by it to permit such participation. Borrower the affected Property, Lessee shall, at its sole cost and expenseexpense and using, diligently prosecute any such proceedingsif available, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense proceeds of any award, compensation or insurance with respect to such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall (including, without limitation, any such award, compensation or insurance which has been received by the Agent and which should be immediately deposited into turned over to Lessee pursuant to the Loss Proceeds Account (monthly rental loss/business interruption proceeds terms of the Operative Agreements, and if not available or sufficient, using its own funds), promptly and diligently repair any damage to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered applicable Property caused by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in conformity with the manner set forth below requirements of Sections 10.1 and 11.1, using the as-built Plans and Specifications or manufacturer's specifications for the applicable Improvements or Equipment (B) if as modified to give effect to any subsequent Modifications, any Condemnation affecting the Loss Proceeds are paid by Property and all applicable Legal Requirements), so as to restore the insurance company applicable Property to Lender, substantially the same shall be disbursed by Lender to Borrowercondition, subject to the conditions to disbursement set forth below. Ifoperation, at any Property, a Condemnation or Casualty occurs function and value as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property existed immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted such event, title to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance shall remain with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Lessor. (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of In no event shall a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property Casualty or Condemnation with respect to which such Loss Proceeds are paid shall be reduced this Lease remains in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to full force and effect under this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, 15.1 affect Lessee's obligations to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components Rent pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine3.1. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration contrary set forth in Section 15.1(a) or Section 15.1(e), if during the Term with respect to a Property a Casualty occurs with respect to such Property or Lessee receives notice of the applicable a Condemnation with respect to such Property, if immediately and following a release of any portion of such Casualty or Condemnation, the applicable Property from cannot reasonably be restored, repaired or replaced on or before the Lien earlier of the Loan Documents in connection with a 180th day prior to the Expiration Date or the date nine (9) months after the occurrence of such Casualty or Condemnation (but taking into account any proposed restoration to the substantially same condition as existed immediately prior to such Casualty or Condemnation or on or before such day such Property is not in fact so restored, repaired or replaced, then Lessee shall be required to exercise its Purchase Option for such Property on the remaining next Payment Date (notwithstanding the limits on such exercise contained in Section 20.2) and pay Lessor the Termination Value for such Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, howeverif any Default or Event of Default has occurred and is -------- continuing, if the aggregate Loss Proceeds are insufficient for such purposeLessee shall also promptly (and in any event within three (3) Business Days) pay Lessor any award, then the full amount compensation or insurance proceeds received on account of such Loss any Casualty or Condemnation with respect to any Property; provided, further, that no Default or Event of Default has occurred and is continuing, any Excess Proceeds shall be applied toward paid to Lessee. If a Default has occurred and is continuing and any Loans, Holder Funding or other amounts are owing with respect thereto, then any Excess Proceeds (to the repayment extent of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(gany such Loans, Holder Funding or other amounts owing with respect thereto) shall be made pursuant to, and in accordance with, paid to the Lessor. (h) The provisions of Section 2.115.1(a) through 15.1(g) shall not apply to any Property until after the Basic Term commences with respect to such Property.

Casualty and Condemnation. (a) The Borrower shall give will furnish to the Administrative Agent and the Lenders prompt written notice to Lender of any Casualty casualty or Condemnation other insured damage to any portion of 63 65 any Collateral or of the actual or threatened commencement of proceedings that would result in a Condemnationany action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) Lender may participate If any event described in any proceedings for any taking paragraph (a) of this Section results in Net Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Proceeds and, if received by any public or quasi-public authority accomplished through a Condemnation the Borrower or any transfer made Subsidiary, such Net Proceeds shall be paid over to the Administrative Agent, provided that (i) to the extent that the Borrower or any of the Subsidiaries intends to use any such Net Proceeds to repair, restore, reinvest or replace assets of the Borrower or any of the Subsidiaries as provided in lieu the proviso of or in anticipation the definition of a Condemnationthe term "Net Proceeds", the Administrative Agent shall, subject to the provision of such proviso, deliver such Net Proceeds to the Borrower, (ii) otherwise, the Administrative Agent shall, and the Borrower hereby authorizes the Administrative Agent to, apply such Net Proceeds, to the extent permitted by law. Upon Lender’s requestthat they are Net Proceeds, to prepay the Loans in accordance with Section 2.7 and (iii) all proceeds of business interruption insurance shall be paid over to the Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost unless a Default has occurred and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Propertyis continuing. (c) Lender may (x) jointly with Borrower settle and adjust If any claims, (y) during Net Proceeds retained by or paid over to the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except Administrative Agent as provided in clause paragraphs (Aa) and (b) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds this Section continue to be initially deposited into held by the Loss Proceeds Account and subsequently deposited into Administrative Agent on the Cash Management Account in installments as and when date that is 180 days after the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration receipt of such Property areNet Proceeds, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss then such Net Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, prepay Borrowings as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c2.7(b), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default has occurred and is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold $500,000 if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor.. Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio (db) Except as provided in clause (A) of the next succeeding sentence, all All Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if Following the Loss Proceeds in respect occurrence of a particular Casualty or Condemnation Casualty, Borrower, regardless of whether proceeds are not in excess available and unless it elects, within thirty (30) days thereafter, to obtain a release of the Restoration Threshold affected Property pursuant to Section 2.1(c), shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild, and manage the costs process of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoringrestoration, repairing, replacing or rebuilding such rebuilding, the applicable Property or part thereof subject to be of at least equal value and of substantially the same character as prior to the Casualty or Condemnation Casualty, all in accordance with the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company terms hereof applicable to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth belowAlterations. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold andwhich, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 3025% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;; and (iv) (after such restoration, the fair market value of the restored Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default shall have occurred and is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, below (and Borrower shall commence, commence as promptly and diligently as practicable, practicable to prosecute such restoring, repairing, replacing or rebuilding of such Properties in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable Property to be quality and character of substantially the same character as such Properties immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any such Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Gxxxxxx Sxxxx Commercial Mortgage Capital, L.P. Loan Agreement Life Time Fitness Portfolio Borrower within fifteen (15) days of Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed $500,000 and which provide for any material differences between the Restoration Threshold Property prior to the Condemnation or Casualty and as restored be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold$500,000, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (ec) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (fd) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d5.16(b) and Lender elects not to permit such Loss Proceeds to be so applied, (i) such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(fand (ii) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless right to obtain the release of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount affected Property by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the entire Allocated Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, Amount without Yield Maintenance but otherwise as provided in Section 2.12.4, (i) shall not be subject or to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if substitute such Property with a Qualified Substitute Property without regard to the Lockout Period but otherwise as provided in Section 2.3 If the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section 5.16(d) shall be applied to the Notes or Note Components prorata in ascending order of interest rate (i.e., first proportion to the Note or Note Component with the lowest Component Spread until its their outstanding principal balance has been reduced balances so that the blended Interest Rate continues to zeroequal the Initial Interest Rate. Gxxxxxx Sachs Commercial Mortgage Capital, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the L.P. Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.Agreement Life Time Fitness Portfolio

Casualty and Condemnation. (a) Borrower Subject to the Seller’s representations, warranties and covenants made pursuant to this Agreement, from and after the Execution Date, if Closing occurs, Purchaser shall give prompt notice assume all risk of loss with respect to Lender production of Hydrocarbons through normal depletion (including watering out of any Casualty Well, collapsed casing or Condemnation or sand infiltration of any Well) and the actual or threatened commencement depreciation of proceedings that would result any Equipment due to ordinary wear and tear, in a Condemnationeach case, with respect to the Assets. (b) Lender may participate If, after the Execution Date but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is expropriated or taken in any proceedings for any taking condemnation or under right of eminent domain (each, a “Casualty Loss”), Purchaser shall nevertheless be required to proceed with Closing and Seller, at the Closing, shall pay to Purchaser all sums paid to Seller and its Affiliates by any public Persons by reason of such Casualty Loss insofar as with respect to the Assets and shall assign, transfer and set over to Purchaser or quasisubrogate Purchaser to all of Seller’s or its Affiliates’ right, title and interest (if any) in insurance claims, unpaid awards and other rights against non-public authority accomplished through a Condemnation or any transfer made in lieu Affiliate Third Parties (excluding Damages, other than insurance claims, of or in anticipation against any member of a Condemnation, the Seller Group) arising out of such Casualty Loss insofar as with respect to the extent permitted Assets; provided, however, that (i) in the event that the amount of the costs and expenses associated with repairing or restoring the Assets affected by law. Upon Lendersuch Casualty Loss exceeds Two Hundred Sixty-Five Thousand Three Hundred Thirty-Three Dollars ($265,333) net to Seller’s requestinterest, Borrower shall deliver Seller must elect by written notice to Lender all instruments reasonably requested Purchaser prior to Closing either to (A) cause the Assets affected by it such Casualty Loss to permit such participation. Borrower shallbe repaired or restored, at its Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date) or (B) reduce the Base Purchase Price by the cost to repair or restore such Casualty Loss and expense(ii) Seller shall reserve and retain (and Purchaser shall assign to Seller) all rights, diligently prosecute title, interests and claims against third Persons who are not Affiliates of Seller for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such proceedings, and shall consult insurance claims or other rights against such third Persons with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of respect to any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyCasualty Loss. (c) Lender may (x) jointly with Borrower settle and adjust any claimsSeller shall promptly notify Purchaser in writing following the occurrence of such Casualty Loss, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess which notice shall include reasonable detail of the Restoration Threshold if nature of such settlement or adjustment is carried out in a competent Casualty Loss and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part Seller’s good faith estimate of the Indebtedness and shall be reimbursed by Borrower costs to Lender upon demand therefor. (d) Except as provided in clause (A) of repair or replace the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrowerrelevant Asset(s). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice Subject to Lender the provisions of any this Article XIV if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty or Condemnation if the use, access, occupancy, easement rights or of title to the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation Property or any transfer made in lieu of or in anticipation part thereof, is the subject of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender:then (i) in the case of a CasualtyCasualty affecting the Property that is not an Event of Loss, (A) any insurance proceeds payable with respect to such Casualty shall be paid to the cost Sublessee, for the sole purpose of restoration would not exceed 30% reconstruction, refurbishment and repair of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantableProperty; provided, or result however, that in the cancellation of Leases coveringevent that such reconstruction, more than 25% refurbishment or repair, cannot be completed prior to the end of the gross rentable area of Basic Term, then the Sublessor may terminate this Sublease as provided in Article XV hereof and all such Propertyinsurance proceeds, or result payable with respect to such Casualty shall be retained by the Sublessor (subject to Sublessee’s right to purchase the Property and Equipment and retain the insurance proceeds as provided in cancellation of Leases covering more than 25% of the base contractual rental revenue of such PropertyArticle XVIII hereof); (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% any part of the gross rentable area Property that is not an Event of such Property; (iii) Loss, any award or compensation relating thereto shall be paid to the Sublessee, for the sole purpose of restoration of the Property; provided, however, that if such Property is reasonably expected to restoration cannot be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value end of the Property is reasonably expected to equal at least Basic Term, then the fair market value of such Property immediately prior to Sublessor may terminate this Sublease as provided in Article XV hereof and such Condemnation award or Casualty compensation shall be retained by the Sublessor (assuming subject to Sublessee’s right to purchase the affected portion of such Property is reletand Equipment and retain the Condemnation, award and compensation as provided in Article XVIII hereof); and (viii) all necessary approvals in the case of any Casualty or Condemnation that is an Event of Loss, Sublessor shall upon thirty (30) days written notice to Sublessee elect to (1) make any insurance proceeds payable with respect to such Casualty, or any award or compensation relating to a Condemnation available to Sublessee, which proceeds or award shall be paid directly to the Sublessor and consents from Governmental Authorities will be obtained made available by Sublessor to allow Sublessee on such conditions as the rebuilding Sublessor may reasonably impose, for the sole purpose of reconstruction, refurbishment and re-occupancy repair or restoration of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, (ii) terminate this Sublease as provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof Article XV hereof (subject to Sublessee’s right to purchase the Casualty or CondemnationProperty and Equipment and retain the insurance proceeds and Condemnation award and compensation as provided in Article XVIII hereof); provided, however, that, in the manner set forth below. In any case in which the Borrower is required or permitted to restoreeach case, repair, replace or rebuild if a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Sublease Event of Default shall have occurred and be then continuing, Lender such award, compensation or insurance proceeds shall disburse be paid directly to Borrower the Sublessor or, if received by the Sublessee, shall be held in trust for the Sublessor. All amounts held by the Sublessor when a Sublease Event of Default exists hereunder on account of any Loss Proceeds required award, compensation or insurance proceeds either paid directly to be so disbursed pursuant the Sublessor or turned over to the Sublessor may, at the option of the Sublessor, he paid to the Sublessee for the repair of damage caused by such Casualty or Condemnation in accordance with clause (d) of this Section 5.16 upon Lender’s being furnished with 14. 1, but the Sublessee shall not be obligated to repair such damage unless the Sublessor makes such award, compensation or insurance proceeds available for such purpose. (ib) evidence reasonably satisfactory The Sublessee may appear in any proceeding or action to it of the estimated cost of completion of the restorationnegotiate, (ii) fundsprosecute, adjust or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to appeal any remaining Loss Proceeds, to complete the proposed restoration (including claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof At the Sublessee’s reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restorationrequest, and (iii) such architectat the Sublessee’s certificatessole cost and expense, waivers of lienthe Sublessor shall participate, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender mayshall cause the Prime Lessor to participate, in any eventsuch proceeding, require action, negotiation, prosecution or adjustment. The Sublessor and the Sublessee agree that all plans and specifications for restoration reasonably estimated by Lender to exceed this Sublease shall control the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% rights of the value of Sublessor and the work performed from time Sublessee in and to time until any such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completedaward, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein compensation or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenuesinsurance payment. (ec) Borrower If the Sublessor or the Sublessee shall cooperate with Lender in obtaining for Lender receive notice of a Casualty or of an actual, pending or threatened Condemnation of the benefits of Property or any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceedsinterest therein, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during Sublessor or the continuance of an Event of DefaultSublessee, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Propertycase may be, with full power of substitutionshall give, subject notice thereof to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from promptly after the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount receipt of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1notice.

Casualty and Condemnation. (a) Borrower shall give prompt notice The Agent, on behalf of the Lenders, may, with respect to Lender the First Lien Properties and subject to the rights of any other Person pursuant to any Lease, Ground Lease or REA, (i) jointly with the applicable Obligor settle and adjust any claims in respect of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any such claims without the consent or cooperation of Borrowerany Obligor, or (zii) allow Borrower the applicable Obligor to settle and adjust any such claims; except provided that if no Event of Default has occurred and is continuing, Borrower the Obligors may settle and adjust such claims without regard to clause (i) above aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss ProceedsAmount. The reasonable out-of-pocket expenses incurred by Lender the Agent in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness Obligations, and shall be reimbursed by Borrower the Borrowers to Lender upon the Agent within 30 days after receipt of written demand therefortherefor itemizing such expenses. (db) Except Subject to the terms of any Lease, any Ground Lease, any REA or any agreement governing any Pre-Petition Lien, as provided in clause (A) of the next succeeding sentenceapplicable, all Loss Proceeds from any Casualty or Condemnation Condemnation, shall be immediately forthwith deposited into the Loss Proceeds Account a Cash Collateral Account. (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (Ac) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at If any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) no monetary Event of Default exists at the time of the Condemnation or Casualty or the receipt of the Loss Proceeds; and (ii) either: (A) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does will not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property;Property (provided that a Lease shall not be deemed cancelled if the relevant Debtor shall enter into a new Lease with an existing or new Tenant on market terms) and the General Partner delivers to the Agent evidence reasonably satisfactory to the Agent that the insurer under each applicable insurance policy has not denied liability thereunder; or (iiiB) restoration in the case of a Condemnation, the Condemnation did not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the applicable Property (provided that a Lease shall not be deemed cancelled if the relevant Debtor shall enter into a new Lease with an existing or new Tenant on market terms) and the General Partner delivers to the Agent evidence reasonably satisfactory to the Agent that such Property is reasonably expected can be restored to be completed prior to the expiration of rental interruption insurance an economically and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet)architecturally viable unit; and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, then the Loss Proceeds (after receipt thereof by Lender and reimbursement of any reasonable out of pocket expenses incurred by Lender the Agent in connection therewith therewith) shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required The Obligors hereby covenant and agree to commence or permitted cause to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, be commenced as promptly and diligently as practicable, practicable and to prosecute or cause to be prosecuted such restoring, repairing, replacing or rebuilding of such Property in a workmanlike fashion and in accordance with applicable law to cause a status at least equivalent to the applicable quality and character of such Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether . If there shall remain excess Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete after the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been substantially completed in accordance with the provisions of this Section 5.169.4, as reasonably determined by Lendersuch excess shall be maintained in a Cash Collateral Account and disbursed in accordance with this Agreement. Notwithstanding anything to the contrary contained in this clause (c), and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such if the terms of any Lease, any Ground Lease, any REA or any agreement governing any Prior Lien Debt require restoration, repair, replacement and/or replacement, rebuilding have been paid in full or other application then the Loss Proceeds shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement terms of such Lease, Ground Lease, REA or agreement governing such Prior Lien Debt, as if the same were Revenuescase may be. (ed) Borrower Each Obligor shall cooperate with Lender the Agent in obtaining for Lender the Lenders the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the PropertiesLenders. Lender The Agent shall be reimbursed for any out-of-pocket expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees all costs and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lenderexpenses set forth in Section 15.6) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower)Proceeds. (fe) If Borrower a Debtor is not entitled to apply Loss Proceeds toward the restoration of a its Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied9.4(c), such Loss Proceeds shall either be applied on the first Payment Date following such election to the prepayment of the Loan and within two (2) Business Days (during which period no Obligor shall be accompanied by interest through the end entitled to make any Restricted Payment) of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount receipt of such Loss Proceeds shall be applied toward as a prepayment on the repayment of Term Loan or deposited into a Cash Collateral Account, as the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1Agent may so elect.

Casualty and Condemnation. (a) If the Project shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of such damage to Lender Administrative Agent and shall promptly commence and diligently prosecute the completion of any Casualty the Restoration of the Project. Borrower shall pay all costs of such Restoration whether or Condemnation or not such costs are covered by insurance (provided that, if Net Proceeds are required to be made available to Borrower for Restoration pursuant to the terms of Section 3.2, they are made available to Borrower for Restoration). Administrative Agent may, but shall not be obligated to, make proof of loss if not made diligently by Borrower. (b) Borrower shall promptly give Administrative Agent notice of the actual or threatened (in writing) commencement of proceedings that would result any proceeding for the Condemnation of all or any part of the Project and shall deliver to Administrative Agent copies of any and all papers served in a Condemnation. (b) Lender connection with such proceedings. Administrative Agent may participate in any such proceedings for any taking by any public or quasi-public authority accomplished through a if the amount of Condemnation or any transfer made in lieu of or in anticipation of a CondemnationProceeds is reasonably expected to exceed the Threshold Amount, and Borrower shall, from time to the extent permitted by law. Upon Lender’s requesttime, Borrower shall deliver to Lender Administrative Agent all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with LenderAdministrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall not consent or agree continue to a Condemnation or action pay the Loans at the time and in lieu thereof without the prior written consent of Lender manner provided for its payment in each instance, which consent the Notes and in this Agreement and the Loans shall not be unreasonably withheld reduced until any Award shall have been actually received and applied by Administrative Agent, after the deduction of reasonable out-of-pocket expenses of collection, to the reduction or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess discharge of the Restoration Threshold if such settlement or adjustment is carried out in a competent Loans. Administrative Agent and timely manner, the Lenders shall not be limited to the interest paid on the Award by the condemning authority but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender out of the Award interest at the rate or rates provided herein or in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld)Notes. If Lender reasonably estimates that the cost to restore will exceed the Restoration ThresholdProject or any portion thereof is taken by a condemning authority, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for promptly commence and diligently prosecute the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% Restoration of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, Project and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance otherwise comply with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues3. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (a) Borrower shall give prompt notice If after the Execution Date and prior to Lender of the Closing Date any Casualty or Condemnation or part of the actual Assets shall be subject to a Casualty Loss, and the Casualty Value of all such Casualty Losses is Forty Million Five Hundred Thousand and No /100 dollars ($40,500,000.00) or threatened commencement less, this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such Casualty Loss and Parent shall accept as compensation all sums paid to the Company by Third Parties by reason of proceedings that would result such Casualty Loss, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and the Company shall assign, transfer and set over unto Parent all of the rights, title and interest of Holders or its Affiliates (other than the Company) in a Condemnationand to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such Casualty Loss. (b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a CondemnationIf, after the Execution Date but prior to the extent permitted by law. Upon Lender’s requestClosing Date, Borrower shall deliver any portion of the Assets is subject to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedingsa Casualty Loss, and the Casualty Value of all such Casualty Losses exceeds Forty Million Five Hundred Thousand and No /100 dollars ($40,500,000.00), the Parties shall consult proceed with Lender, its attorneys the transactions contemplated by this Agreement and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any Property. (c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Restoration Threshold if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor. (d) Except as provided in clause (A) of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds in respect of a particular Casualty or Condemnation are not in excess of the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualtyan Asset taken by condemnation or right of eminent domain, the Stock Adjustment Amount shall be increased by the Casualty Value of such Casualty Loss or (y) in the case of an Asset being destroyed or otherwise impaired by Casualty Loss to the extent and only to the extent such Casualty Loss exceeds the deductible of Forty Million Five Hundred Thousand and No /100 dollars ($40,500,000.00), (A) the cost of restoration would not exceed 30% Company may cause the Asset affected by such excess portion of the applicable Allocated Loan Amount Casualty Loss to be repaired or restored to Parent’s reasonable satisfaction, at the Company’s sole cost (which cost shall constitute a Transaction Expense), as promptly as reasonably practicable but in any event prior to the Closing Date and (B) the if such Casualty does Loss is not render untenantable, repaired or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected restored to be completed Parent’s reasonable satisfaction prior to the expiration Closing, the Stock Adjustment Amount shall be increased by the Casualty Value of rental interruption insurance and at least six months such excess portion of the Casualty Loss (taking into account the Company’s efforts prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected Closing to equal at least the fair market value of such Property immediately prior to such Condemnation repair or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or CondemnationLoss). In either case, in the manner set forth below. In event any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property sums are paid by Third Parties by reason of such Casualty Loss pursuant to this Section 5.16any policy or agreement of insurance or indemnity, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition Unitholder Representative shall be entitled to any remaining Loss Proceeds, to complete the proposed restoration (including for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior sums up to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, amount of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject increase to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Stock Adjustment Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Propertysuch Casualty Loss, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), Parent shall be applied entitled to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in any such other order as Lender shall determinesums remaining thereafter. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f); provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan pursuant to Section 5.16(f). Any prepayment made pursuant to this Section 5.16(g) shall be made pursuant to, and in accordance with, Section 2.1.

Casualty and Condemnation. (aA) Borrower Subject to the provisions of this Section 16.2(h), including, without limitation, the second paragraph of this subclause (ii)(A), if all or a portion of the Property is damaged or destroyed in whole or in part by a Casualty (other than a Casualty constituting an Event of Loss), any insurance proceeds under the Lessee's policies payable with respect to such Casualty shall give prompt notice be paid directly to Lender the Lessee (subject to the provisions of Section 10 of the Master Lease), or if received by any of the Lessor Parties, shall be paid over to the Lessee, for the reconstruction, refurbishment and for repair of the Property and if the use, access, occupancy, easement rights or title to the Property or any part thereof is the subject of a Condemnation (other than a Condemnation constituting an Event of Loss), then any award or compensation relating thereto shall be paid to the Lessee. All amounts held by the Lessor or any other Lessor Party on account of any award, compensation or insurance proceeds either paid directly to any Lessor Party or turned over to any Lessor Party, in each case in accordance with the preceding sentence, shall (in the absence of any Default or Event of Default) be paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with subclause (ii)(D) of this Section 16.2(h). Notwithstanding the foregoing, if any Default, Event of Default, Acceleration Event or Unmatured Acceleration Event shall have occurred and be continuing, any award, compensation or insurance proceeds described above shall be paid directly to the Agent or, if received by the Lessee, shall be held in trust for the Agent and shall be paid over by the Lessee to the Agent to be distributed by the Agent in accordance with the relevant provisions of Article XI hereof. Furthermore, if any Default shall have occurred and be continuing, any such award, compensation or insurance proceeds shall be paid directly to the Agent or, if received by the Lessee, shall be held in trust by the Lessee for the benefit of the actual Agent and shall be paid to the Agent for deposit in an Eligible Account until (i) such Default has been cured, in which case such money shall be paid to the Lessee for the uses described in the first sentence of this subclause (ii)(A} or threatened commencement (ii) such Default becomes an Event of proceedings that would result Default, in a Condemnationwhich case, such money shall be distributed in accordance with the preceding sentence. (bB) Lender The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Lessee's reasonable request, and at the Lessee's sole cost and expense, the Lessor Parties shall participate in any proceedings such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Section 16.2(h) and the Master Lease shall control the rights of the Lessor and the Lessee in and to any such award or compensation payment. (C) If the Lessor or the Lessee shall receive notice of a Casualty for which the reasonable anticipated cost of restoration equals or exceeds $1,000,000 (whether individually or in the aggregate with all other Improvements affected by the event giving rise to such Casualty) or of an actual, pending or threatened Condemnation of any taking by any public Land or quasi-public authority accomplished through a Condemnation Improvements or any transfer made in lieu of interest therein (other than an interest which is not material), the Lessor or in anticipation of a Condemnationthe Lessee, as the case may be, shall give notice thereof to the extent permitted by law. Upon Lender’s requestother party and to Agent who will in turn notify the other Lessor Parties promptly after the receipt of such notice. (D) If neither the Lessor nor any Lessor Party exercises its termination rights pursuant to Section 14 of the Master Lease following an Event of Loss, Borrower the Master Lease shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower continue in full force and effect, the Lessee shall, at its sole cost and expenseexpense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore such affected Improvement in accordance with this subclause (ii)(D), the Lessee shall pay the shortfall), promptly and diligently prosecute repair any damage to the Property caused by such proceedingsCasualty or Condemnation in conformity with the requirements of Section 9 of the Master Lease, so as to restore the Property to at least the same or similar condition, operation, function and value as existed immediately prior to such Casualty or Condemnation with such Modifications as the Lessee may elect in accordance with Section 9 of the Master Lease. In such event, title to such Property shall consult remain with Lenderthe Lessor subject to the terms of the Master Lease. Upon completion of such restoration, its attorneys and experts, and cooperate with them in the carrying on Lessee shall furnish the Lessor an architect's certificate of substantial completion or defense of any a Responsible Officer's Certificate confirming that such proceedings. Borrower shall not consent or agree restoration has been completed pursuant to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld or delayed in the case of a taking of an immaterial portion of any PropertyMaster Lease. (cE) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during In no event shall a Casualty or Condemnation affect the continuance of an Event of Default, settle and adjust any claims without the consent Lessee's obligations to pay Basic Rent or cooperation of Borrower, or (z) allow Borrower Supplemental Rent pursuant to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess Section 7 of the Restoration Threshold if such settlement Master Lease or adjustment is carried out in a competent otherwise to perform its obligations and timely mannerpay any amounts due on the Financing Termination Date or pursuant to Sections 12, but Lender shall be entitled to collect 13 and receive (as set forth below) any and all Loss Proceeds. The reasonable expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part 18 of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand thereforMaster Lease. (dF) Except as provided in clause (A) Any excess Casualty Proceeds or Condemnation Proceeds received by the Lessor or any of the next succeeding sentence, all Loss Proceeds from any Casualty or Condemnation shall be immediately deposited into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Provided no Event of Default is continuing, if the Loss Proceeds other Lessor Parties in respect of a particular Casualty or Condemnation are not in excess constituting an Event of Loss with respect to the Restoration Threshold and the costs of completing the restoration of such Property are, in the reasonable determination of Lender, not in excess of the Restoration Threshold, (A) if the Loss Proceeds are paid by the insurance company directly to Borrower, the same may be retained by Borrower and shall be applied turned over to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation in the manner set forth below or (B) if the Loss Proceeds are paid by the insurance company to Lender, the same shall be disbursed by Lender to Borrower, subject to the conditions to disbursement set forth below. If, at any Property, a Condemnation or Casualty occurs as to which the Loss Proceeds or, in the reasonable determination of Lender, the costs of completing the restoration of such Property are in excess of the Restoration Threshold and, in the reasonable judgment of Lender: (i) in the case of a Casualty, (A) the cost of restoration would not exceed 30% of the applicable Allocated Loan Amount and (B) the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of such Property, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of such Property; (ii) in the case of a Condemnation, the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of such Property; (iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date; (iv) (after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty (assuming the affected portion of such Property is relet); and (v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property; or if Lender otherwise elects to allow Borrower to restore such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below. In any case in which the Borrower is required or permitted to restore, repair, replace or rebuild a Property pursuant to this Section 5.16, Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding in a workmanlike fashion and in accordance with applicable law to cause the applicable Property to be of substantially the same character as immediately prior to the Condemnation or Casualty, all in accordance with the terms hereof applicable to Alterations and regardless of whether Loss Proceeds are sufficient therefor (but subject to Lender making the same available, it being agreed that Borrower shall have no obligation to proceed with any such restoring, repairing, replacing or rebuilding if applicable Loss Proceeds have been received by Lender but have not been made available to Borrower). Provided that no Event of Default shall have occurred and be then continuing, Lender shall disburse to Borrower any Loss Proceeds required to be so disbursed pursuant to this Section 5.16 upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) funds, or assurances reasonably satisfactory to Lender that such funds are available and sufficient in addition to any remaining Loss Proceeds, to complete the proposed restoration (including Agent for any reasonable costs and expenses of Lender to be incurred in administering such restoration) and for payment of the Indebtedness as it becomes due and payable during the restoration, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Restoration Threshold be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld). If Lender reasonably estimates that the cost to restore will exceed the Restoration Threshold, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration. Funds other than Loss Proceeds shall be disbursed prior to disbursement of such Loss Proceeds, and at all times the undisbursed balance of such proceeds remaining in the Loss Proceeds Account, together with any additional funds irrevocably and unconditionally deposited therein or irrevocably and unconditionally committed for that purpose, shall be at least sufficient in the reasonable judgment of Lender to pay for the cost of completion of the restoration free and clear of all Liens or claims for Lien. Provided no Event of Default is continuing, the excess, if any, of any Loss Proceeds remaining on deposit with Lender after the restoration, repair, replacement and/or rebuilding of the applicable Property has been completed application in accordance with the provisions of this Section 5.16, as reasonably determined by Lender, and after Lender has received evidence reasonably satisfactory to Lender that all costs incurred in connection with such restoration, repair, replacement and/or rebuilding have been paid in full shall be deposited in the Cash Management Account and applied in accordance with the Cash Management Agreement as if the same were Revenues. (e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower. Borrower hereby irrevocably constitutes and appoints Lender, solely during the continuance of an Event of Default, as the attorney-in-fact of Borrower for matters in excess of the Restoration Threshold with respect to any Property, with full power of substitution, subject to the terms of this Section 5.16, to settle for, collect and receive all Loss Proceeds and any other awards, damages, insurance proceeds, payments or other compensation from the parties or authorities making the same, to appear in and prosecute any proceedings therefor and to give receipts and acquittance therefor (which power of attorney shall be irrevocable so long as any of the Indebtedness is outstanding, shall be deemed coupled with an interest, and shall survive the voluntary or involuntary dissolution of Borrower). (f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Loan and shall be accompanied by interest through the end of the applicable Interest Accrual Period (calculated as if the amount prepaid were outstanding for the entire Interest Accrual Period). Upon any prepayment pursuant to this Section 5.16(f), the Allocated Loan Amount for the Property with respect to which such Loss Proceeds are paid shall be reduced in an amount equal to the principal of the Loan so prepaid. If any Loss Proceeds to be applied as a prepayment pursuant to this Section 5.16(f) shall be equal to or greater than 60% of the Release Price in respect of the applicable Property, Borrower shall have the right, regardless of any restrictions contained in this Agreement, to pay to Lender, in addition to such Loss Proceeds, the amount by which the Release Price exceeds such Loss Proceeds, and the Loss Proceeds and such additional payment shall be applied by Lender as a prepayment of the Loan (and Lender shall release the applicable Property from the Lien of the Mortgage thereon and related Loan Documents). Any prepayment pursuant to this Section 5.16(f) shall be made pursuant to, and in accordance with, Section 2.1 and, as provided in Section 2.1, (i) shall not be subject to any Prepayment Fee (unless an Event of Default is continuing) and (ii) if the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), shall be applied to the Notes or Note Components in ascending order of interest rate (i.e., first to the Note or Note Component with the lowest Component Spread until its outstanding principal balance has been reduced to zero, then to the Note or Note Component with the second lowest Component Spread until its outstanding principal balance has been reduced to zero, and so on) or in such other order as Lender shall determine. (g) Notwithstanding anything in this Section 5.16 that would permit the application of Loss Proceeds to the restoration of the applicable Property, if immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation (but taking into account any proposed restoration on the remaining Property) the Loan would fail to satisfy a Lender 80% Determination, then so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied shall be applied to the repayment of the Loan in accordance with Section 5.16(f)11.5 hereof; provided, however, if the aggregate Loss Proceeds are insufficient for such purpose, then Lessee elects to exercise its right to purchase the full amount of such Loss Proceeds shall be applied toward the repayment of the Loan Property pursuant to Section 5.16(f). Any prepayment made 14 of the Master Lease, then such excess proceeds shall be not be applied pursuant to this Section 5.16(g) shall 11.5 hereof and instead, be made returned to the Lessee upon payment of the full purchase price for the Property pursuant to, and in accordance with, to Section 2.114 of the Master Lease.