Common use of Damage or Destruction Clause in Contracts

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,

Damage or Destruction. (a) If any Property the Premises shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallthe Landlord shall collect the proceeds of such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Premises which, in accordance with the provisions Tenant's reasonable judgment, cannot be safely, economically or practically used for the operation of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Tenant's business. Anything herein to the provisions of this Agreement as a result of such contrary notwithstanding, if in the Tenant's reasonable judgment, any damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may Premises from any cause whatsoever cannot be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repaired within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of date such repair and restoration of the Damaged Propertydamage occurs, the gross cash flow and Tenant may terminate this Lease by written notice to the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) Landlord given within ninety (90) days prior following the occurrence of such damage. In addition, if any damage or destruction to the Maturity DatePremises from any cause whatsoever cannot be repaired, or in the Landlord's reasonable judgment, within one hundred eighty (x180) days following the date on which such damage occurs and the business interruption insurance covered Landlord elects not to repair such damage, the Landlord shall have the right to terminate this Lease by written notice to the Tenant given within ninety (90) days after the date such Borrower shall expiredamage occurred provided that no more than three (3) calendar years remain in the term hereof. Notwithstanding the foregoing, (vi) Lender shall be satisfied that all if at the time the Landlord gives such termination notice any of the terms, covenants and provisions of this Agreement renewal options provided for in the Lease have not yet been exercised and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and Tenant exercises a renewal option within thirty (vii30) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion days after receipt of the repair Landlord's termination notice, then this Lease shall not be terminated and the Landlord shall promptly commence restoration of the Damaged Property in accordance with Premises. (b) In the provisions event of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with a termination of the provisions of Lease pursuant to this paragraph, shall constitute additional security for the payment all insurance proceeds payable by reason of the Debt. The Net Proceeds together with interest earned thereon, shall damage under policies required to be disbursed by Lender to, or as directed by, Borrower from time carried hereunder (excluding any insurance proceeds attributable to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and damage to the full extent required by Lender include receipted billsTenant's inventory, invoicestrade fixtures, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued business or leasehold improvements paid for by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to LenderTenant) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Landlord.

Damage or Destruction. 11.1 If any Property shall building or other improvements located on the Premises should be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result Tenant shall promptly notify Landlord of such damage or destruction casualty and Landlord shall within thirty (30) days after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with commence, and thereafter diligently proceed, to repair or reconstruct (both structural and non-structural) such alterations building or other improvements as nearly as may be approved possible to their condition immediately prior to such casualty. 11.2 In the event of a casualty, Landlord shall make all insurance proceeds received by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such it available for repair and restoration of the Damaged PropertyPremises, provided however, that Landlord's time to repair and restore the Premises, as provided in Section 11.1, shall not be extended on account of the non-receipt by Landlord of any insurance proceeds. If the net amount of any insurance proceeds on account of such damage or destruction shall be insufficient to pay the entire cost of such work, Landlord shall pay and be responsible for the deficiency. If any of such insurance proceeds shall remain after the full completion of such repairs, restoration, replacements or rebuilding, the gross cash flow excess shall be retained by or paid over to Landlord. 11.3 In the event of fire or other casualty rendering the Premises either partially or totally untenantable, Base Rent and any additional rent shall xxxxx as herein provided from the net cash flow date of such casualty until the date that is ten (10) days after Landlord notifies Tenant that the Premises have again been rendered fully tenantable and a certificate of occupancy for the restored Premises has been obtained. In the event that, and for so long as, the Premises are not usable by Tenant substantially in the manner used by Tenant immediately prior to the casualty, the entire amount of Base Rent and any additional rent shall be abated. In the event that there has been damage to a "material portion" of the Damaged Property will be restored Premises (as defined in subparagraphs (a) through (d) in the second sentence of Section 12.1), Tenant shall have the right to a level sufficient terminate this Lease unless Landlord shall, promptly following the occurrence of such casualty, commit to cover all carrying costs restore the Premises, and operating expenses of the Damaged Propertyshall actually complete such restoration, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) within ninety (90) days prior to the Maturity Date, or (x) from the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of casualty occurs. If this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Lease is not terminated in accordance with the provisions immediately preceding sentence, then, pending completion of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged PropertyPremises, upon receipt of evidence satisfactory to Lender (which evidence the Base Rent and any additional rent payable by Tenant shall be abated in each instance and proportion to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien amount of the Mortgage encumbering such Property or another title company satisfactory Premises which Tenant is unable to Lender) that (i) all materials installed and work and labor performed (except to use for the extent that they are to be paid for out continuation of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Propertyits business. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender term "material portion" shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained same meaning with respect to a casualty as that set forth in connection Section 12.1 with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified respect to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,a Taking.

Damage or Destruction. 12.1 Except as otherwise provided in Section 12.2 below, if the Premises are damaged and destroyed by any casualty covered by fire and special extended coverage insurance policies which Landlord is required to provide pursuant to Article 14, Landlord shall repair such damage as soon as reasonably possible, to the extent of the available proceeds, and the Lease shall continue in full force and effect. 12.2 If any Property shall be the Premises are damaged or destroyeddestroyed by any casualty covered by Landlord's fire and special extended coverage insurance policies which Landlord is required to provide pursuant to Article 14, to the extent of seventy-five percent (75%) or more of the replacement cost thereof, or to the extent of twenty-five percent (25%) or more of the replacement cost of the Premises if the damage occurs during the last twelve (12) months of the Term, or if the insurance proceeds which are received by Landlord, under the policies Landlord is required to provide, are not sufficient to repair the damage (specifically including any insufficiency due to payment of such proceeds to Landlord's lender, if required), then Landlord may, at Landlord's option, either (i) repair such damage as soon as reasonably possible, in whole which event this Lease shall continue in full force and effect, or (ii) cancel and terminate this Lease as of the date of the occurrence of such damage. Landlord shall deliver to Tenant written notice of Landlord's election within sixty (60) days after the date of the occurrence of the damage, which notice shall also specify the expected time to restore the Premises if Landlord elects to repair the damages. See Addendum A-12.2. 12.3 If at any time during the Term the Premises are damaged and such damage was caused by a casualty not covered under the insurance policy Landlord is required to carry pursuant to Section 14.2, Landlord may, at its option, either (i) repair such damage as soon as reasonably possible at Landlord's expense, in partwhich event this Lease shall continue in full force and effect, or (ii) cancel and terminate this Lease as of the date of the occurrence of such damage, by fire or other property hazard or casualty, Borrower shall give prompt giving Tenant written notice thereof of Landlord's election to Lender and one hundred do so within thirty (100%30) percent days after the date of the net amount of all insurance proceeds received by Lender or Borrower as a result occurrence of such damage or destruction after deduction of reasonable costs and the expenses, if anydamage, in collecting which event this Lease shall so terminate unless within thirty (30) days thereafter Tenant agrees to repair the same, shall be applied in reduction damage at its cost and expense or pay for Landlord's repair of the outstanding Principal Balance under the Note pertaining to the Damaged Property. such damage. 12.4 Notwithstanding anything to the contrary set forth aboveherein, if it is determined that the damage or destruction resulting from a particular Property casualty cannot be repaired within twelve (a "DAMAGED PROPERTY"12) months following the date of casualty, Tenant may terminate this Lease by written notice delivered to Landlord within thirty (30) days following Tenant's receipt of Landlord's written notice given under Section 12.2 or 12.3 above. 12.5 In the event of any damage or destruction the Base Rent and all Additional Rent payable by Tenant hereunder shall be damaged proportionately reduced from the date of casualty until the completion by Landlord of any repair or destroyedrestoration pursuant to this Article 12 (provided that the abatement period shall not exceed twelve (12) months). Said reduction shall be based upon the extent to which the damage or the making of such repairs or restoration shall interfere with Tenant's business conducted in the Premises. 12.6 Landlord shall in no event be required or obligated to repair, in whole restore or in part, by fire or other casualty, Lender shall, in accordance with replace any of Tenant's Personal Property. Landlord shall restore the provisions Tenant Improvements and Special Tenant Improvements (if any) to the extent of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender Landlord. In the event of a termination of this Lease pursuant to this Article 12, Landlord shall pay to Tenant from the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration proceeds of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible insurance payable to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred Landlord with respect to the Damaged Property as Tenant Improvements and Special Tenant Improvements an amount equal to the unamortized cost of Tenant's ownership interest in the Tenant Improvements and the Special Tenant Improvements. 12.7 In the event of a result dispute by the parties regarding the extent of damage, duration of repair or rights of termination under Article 12 or 13 only of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsLease, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, either party can request arbitration within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) after the date on which of the business interruption insurance covered by damage has occurred. In such Borrower shall expire, (vi) Lender event the dispute shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property resolved by arbitration in accordance with the provisions procedures set forth in Section 10.4 of this paragraphthe Declaration. The Net Proceeds decision of the arbitrator shall be held by Lender in an interest-bearing account, binding and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever conclusive on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,parties.

Damage or Destruction. If all or any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent part of the net amount of all insurance proceeds received by Lender Premises or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction any material portion of the outstanding Principal Balance under balance of the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Real Property (a "DAMAGED PROPERTY") shall be is damaged or destroyed, in whole or in part, by fire or other casualty, Lender and the damage can, in Landlord’s reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall repair the damage and this Lease shall remain in full force and effect. If the repairs cannot, in Landlord’s opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the sixty (60)-day period, shall either (a) repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures, and other personal property, nor any above Building standard Alterations installed in the Premises by or at the request of Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the commencement of the Lease term), and no damage to any of the foregoing shall entitle Tenant to any abatement, and Tenant shall, at Tenant’s sole cost and expense, repair and replace such items. All such repair and replacement of above Building standard Alterations by Tenant shall be constructed in accordance with Paragraph 9 above regarding Alterations. If the provisions fire or other casualty damages the Premises or the common areas of this Section hereinafter set forththe Real Property necessary for Tenant’s use and occupancy of the Premises, make Tenant ceases to use any portion of the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement Premises as a result of such damage, and the damage does not result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. A total destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Building shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of automatically terminate this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by BorrowerLease. In no event shall Lender Tenant be obligated entitled to make disbursements any compensation or damages from Landlord for loss of use of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as whole or any part of the repair and Premises or for any inconvenience occasioned by any such destruction, rebuilding or restoration of the Damaged Property,Premises, the Building or access thereto, except for the rent abatement expressly provided above. Tenant hereby waives California Civil Code Sections 1932(2) and 1933(4), providing for termination of hiring upon destruction of the thing hired and Sections 1941 and 1942, providing for repairs to and of premises.

Damage or Destruction. If any Property shall be the Premises are damaged or destroyed, in whole or in part, by fire or by any other property hazard or casualtycause, Borrower the following provisions shall give prompt notice thereof apply: (a) If the damage is to Lender and one hundred (100%) percent such extent that the cost of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyrestoration, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire reasonably estimated by Landlord, will equal or other casualtyexceed Six Hundred Thousand Dollars and 00/100 ($600,000.00), with such alterations as may be approved by LenderLandlord may, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, no later than sixty (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (18060) days following the completion damage, give Tenant a notice stating that Landlord elects to terminate this Lease. If such notice shall be given: (i) this Lease shall terminate on the third day after the giving of said notice; (ii) Tenant shall surrender possession of the Premises within a reasonable time thereafter; and (iii) all rent shall be apportioned as of the date of such repair surrender and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender any rent paid for any period beyond said date shall be satisfied that repaid to Tenant. (b) If the repair cost of restoration, as reasonably estimated by Landlord, shall amount to less than Six Hundred Thousand Dollars and 00/100 ($600,000.00), or if despite the cost Landlord does not give notice to Tenant of its election to terminate in accordance with Subsection 19(a), above, Landlord shall restore the Premises with reasonable promptness, subject to delays beyond Landlord’s control, and Tenant shall not have the right to terminate this Lease on account of such damage (unless such restoration of the Damaged Property will cannot be completed on or before the earlier to occur of (w) within ninety (90) days prior to the Maturity Date, or (x) of the date on of casualty, in which event Tenant will have the business interruption insurance covered right to terminate this Lease forthwith, by such Borrower shall expirewritten notice to Landlord). Landlord need not restore fixtures, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien improvements or other lien property of Tenant except when damage is occasioned by gross or encumbrance willful negligence of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record Landlord, its agents or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. If the Premises, the building in which the Premises may be located, or any Property shall be systems, parking or common areas serving the Premises, are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result Landlord shall within forty-five (45) days of such casualty notify the Tenant (the “Landlord’s Notice”) whether Landlord elects to restore the damage or destruction after deduction of its reasonable costs and expensesand, if anyso, whether in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration reasonable determination of the Damaged Property, provided Landlord the damage can be repaired within one hundred twenty (120) days of such notice (the “Restoration Period”). If Landlord elects not to repair the damage then this Lease will terminate effective as of the date of the casualty and the Rent shall be prorated as of that date. If Landlord elects to repair the damage and (i) no default shall have occurred and shall be continuing under the Loan Documentsdamage substantially interferes with Tenant’s ability, in its reasonable judgment, to conduct its business therefrom, or (ii) Borrower if the repairs and restoration cannot be completed within the Restoration Period as determined by Landlord, then Tenant may, at its option, within thirty (30) days of the receipt of the Landlord’s Notice, terminate this Lease effective as of the date of the casualty and the Rent shall be prorated as of that date. If Landlord has elected to make the repairs and if Tenant has not exercised its right to terminate as set forth above, the Landlord shall within thirty (30) days from the date of the Landlord’s Notice, commence the repair repairs and restoration of and proceed with all due diligence to restore the Damaged Property, as nearly as possible damaged areas to substantially the same condition the Damaged Property was in which they were in immediately prior to the occurrence of the casualty. For such fire or other casualtyperiod of time as Tenant cannot, with such alterations as may be approved by Lenderin its reasonable judgment, as soon as reasonably practicable, and shall diligently pursue conduct its business from the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property Premises as a result of the occurrence of any such fire or other casualty will be covered out condition of the Net Proceeds Premises, the Common Facilities, or the building of which the Premises may be a part, or caused by Borrower out-of-pocket or with an interruption thereof because of reconstruction activities, the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender Rent shall be satisfied that, within xxxxx. To the extent and during the time that only a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration portion of the Damaged Property, the gross cash flow Premises is tenantable and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are Tenant is able in its reasonable judgment to be paid for out conduct its business therefrom, the Tenant shall receive a fair diminution of Rent. In the requested disbursement) in connection with event the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention Landlord fails to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded deliver to the satisfaction of Lender and discharged of record or in Tenant a Landlord’s Notice within the alternative fully insured over to required forty-five (45) day period, the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration right to terminate this Lease as of the Damaged Property. The identity date of the contractorscasualty. Landlord shall have no obligation to restore fixtures, subcontractors and materialmen engaged in the repair and restoration improvements, furniture, equipment or other property of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. a. If any Property the Premises or the Building shall be destroyed or damaged or destroyedby fire, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender acts of God or the elements (a “Casualty”) so that it cannot, in Landlord’s good faith business judgment (which shall be made within 60 after the date of the Casualty), be restored or made suitable for Tenant’s business needs within 180 days after the date of the Casualty, then either party may terminate this Lease by written notice to the other party within 30 days after the date of the Casualty. Any such termination of this Lease shall be effective as of the date of the Casualty and the Rent shall xxxxx from that date, and any Rent paid for any period beyond such date shall be refunded to Tenant. b. If this Lease is not terminated as provided in Section 13(a), then Landlord shall, in accordance with at its sole cost and expense, restore the provisions of this Section hereinafter set forth, make Premises and/or the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, Building as soon as reasonably practicable, practicable (and shall diligently pursue in all events within the same to satisfactory completion, (iiitime periods set forth in Section 13(c) Lender shall be satisfied that any operating deficits which will be incurred with respect below) to the Damaged Property as condition existing prior to the Casualty (to the extent practicable but, in any event, suitable for Tenant’s requirements), including without limitation any tenant improvements other than those improvements constructed by or for Tenant after the Commencement Date. During the restoration period, the Rent shall xxxxx for the period during which the Premises are not suitable for Tenant’s business needs. If only a result portion of the Premises is damaged, the Rent shall xxxxx proportionately based upon the portion of the Premises that are not suitable for Tenant’s business needs and not used by Tenant. c. If Landlord, subject to delays occasioned by the occurrence of any such fire or other casualty will be covered out events of force majeure, does not restore the Premises and/or the Building as required in Subparagraph (b) within 180 days of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration date of the Damaged PropertyCasualty, the gross cash flow and the net cash flow of the Damaged Property will be restored Tenant may, as its discretion, terminate this Lease without incurring any liability to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and Landlord subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountCasualty, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that provided (i) all materials installed and work and labor performed (except to Tenant gives Landlord written notice of immediate termination within 30 days after the extent that they are to be paid for out expiration of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullapplicable 180 day period, and (ii) there exist no notice of pendency, stop order, notice of intention Landlord does not complete the restoration prior to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, receiving such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,notice.

Damage or Destruction. (a) If any the Building, or the Common Areas of the Property shall be necessary for Tenant's use and occupancy of the Building, are damaged or destroyed, destroyed in whole or in partpart under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one hundred (100%1) percent year following the date of the net amount occurrence (or, in the case of an occurrence during the last year of the term of this Lease, within a period of sixty (60) days following the date of the occurrence, PROVIDED that the provisions of this parenthetical shall not apply if, within ten (10) days after receipt of a termination notice from Landlord based on an occurrence during the last year of the term of this Lease which cannot be repaired within 60 days, Tenant properly exercises a valid renewal right (if any then remains) under Section 2.6 hereof, and PROVIDED FURTHER, that no such attempted exercise of a renewal right by Tenant shall be sufficient to defeat Landlord's termination notice if the applicable damage or destruction cannot reasonably be expected to be repaired within one year), then Landlord, as to the Common Areas of the Property and the Building Shell, and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence and complete, with all insurance proceeds received by Lender due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or Borrower as a result destruction the repair of which is not permitted under applicable governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant's ability to conduct its business in the Building, then either party may terminate this Lease as of the date of the occurrence by giving written notice to the other within thirty (30) days after deduction the date of reasonable costs the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair Tenant's ability to conduct its business in the Building, then this Lease shall continue in full force and effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant's Operating Cost Share of Operating Expenses, based upon the extent to which Tenant's ability to conduct its business in the Building is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the expenses, if anyTenant Improvements to a complete architectural whole and to a functional condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year following the date of the occurrence (or, in collecting the same, shall be applied in reduction case of an occurrence during the last year of the outstanding Principal Balance under term of this Lease, within a period of sixty (60) days following the Note pertaining date of the occurrence, subject to the Damaged Property. Notwithstanding anything provisos set forth in the parallel provision of the first sentence of this paragraph), then either Landlord or Tenant, at its election, may terminate this Lease as of the date of the occurrence by giving written notice to the contrary set forth aboveother within thirty (30) days after the date of the occurrence; if neither party timely elects such termination, if a particular then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore applicable portions of the Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions first sentence of this Section hereinafter set forth15.1(a). (b) The respective obligations of Landlord and Tenant pursuant to Section 15.1(a) are subject to the following limitations: (i) If the occurrence results from a peril which is required to be insured pursuant to Section 12.1(c) and (d) above, make the net obligations of either party shall not exceed the amount of all insurance proceeds received from insurers (or, in the case of any failure to maintain required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by Lender reason of such occurrence, plus the amount of the party's permitted deductible (PROVIDED that each party shall be obligated to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions of this Agreement Section 12.1(c) or (d), as a result of such damage or destruction after deduction of its reasonable costs and expensesapplicable), and, if anysuch proceeds (including, in collecting the same (hereinafter referred case of a failure to as maintain required insurance, any proceeds that reasonably would have been available) are insufficient, either party may terminate the "NET PROCEEDS") available for Lease unless the repair other party promptly elects and restoration agrees, in writing, to contribute the amount of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, shortfall; and (ii) Borrower If the occurrence results from a peril which is not required to be insured pursuant to Section 12.1(c) and (d) above and is not actually insured, Landlord shall commence the be required to repair and restoration restore the Building Shell and Common Areas to the extent necessary for Tenant's continued use and occupancy of the Damaged PropertyBuilding, and Tenant shall be required to repair and restore the Tenant Improvements to the extent necessary for Tenant's continued use and occupancy of the Building, PROVIDED that each party's obligation to repair and restore shall not exceed an amount equal to twenty percent (20%) of the replacement cost of the Building Shell and Common Area improvements, as nearly to Landlord, or twenty percent (20%) of the replacement cost of the Tenant Improvements, as possible to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall. (c) If this Lease is terminated pursuant to the condition the Damaged Property was in immediately prior foregoing provisions of this Section 15.1 following an occurrence which is a peril actually insured or required to such fire or other casualtybe insured against pursuant to Section 12.1(c) and (d), with such alterations as may be approved by Lender, as soon as reasonably practicable, Landlord and shall diligently pursue the same to satisfactory completion, Tenant agree (iii) and any Lender shall be satisfied asked to agree) that any operating deficits such insurance proceeds shall be allocated between Landlord and Tenant in a manner which will be incurred fairly and reasonably reflects their respective ownership rights under this Lease, as of the termination or expiration of the term of this Lease, with respect to the Damaged Property as a result improvements, fixtures, equipment and other items to which such insurance proceeds are attributable. (d) From and after the date of an occurrence resulting in damage to or destruction of the occurrence of any such fire Building or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with Common Areas necessary for Tenant's use and occupancy of the proceedsBuilding, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such and continuing until repair and restoration of the Damaged Propertythereof are completed, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender there shall be satisfied that an equitable abatement of minimum rental and of Tenant's Operating Cost Share of Operating Expenses based upon the repair and restoration of the Damaged Property will be completed on or before the earlier degree to occur of (w) ninety (90) days prior which Tenant's ability to the Maturity Date, or (x) the date on which the conduct its business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Building is impaired.

Damage or Destruction. 11.1 If the Building or the Premises, or any Property shall be part thereof, is damaged or destroyed, in whole or in part, by fire or other property hazard casualty before the Commencement Date or casualtyduring the Lease Term, Borrower and this Lease is not terminated pursuant to sections 11.2 or 11.3 hereof, Landlord shall give prompt notice thereof repair such damage and restore the Building and the Premises to Lender substantially the same condition in which the Building and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result Premises existed before the occurrence of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualtycasualty (provided that Landlord shall have no obligation to restore any above-Building standard improvements or Alterations in the Premises, Lender unless the cost thereof is paid by Tenant in advance of such restoration, or any Alterations made by or for Tenant in the Premises following the Commencement Date) and this Lease shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant subject to the provisions of this Agreement Article 11, remain in full force and effect. If such fire or other casualty damages the Premises or common areas of the Project necessary for Tenant’s use and occupancy of the Premises and Tenant ceases to use any portion of the Premises as a result of thereof, then during the period the Premises are rendered untenantable by such damage Tenant shall be entitled to a reduction in monthly rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord shall not be obligated to repair any damage to, or to make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises or Alterations made by or for Tenant in the Premises following the Commencement Date. Tenant shall, at Tenant’s sole cost and expense, repair and replace all such movable furniture, equipment, trade fixtures, personal property and any Alterations made by or for Tenant in the Premises following the Commencement Date. Such repair and replacement by Tenant shall be done in accordance with Article 8 hereof. Tenant hereby waives California Civil Code sections 1932(2) and 1933(4), or any successor statute, providing for termination of hiring upon destruction after deduction of its reasonable costs the thing hired. 11.2 If the Project or the Premises, or any part thereof, is damaged by fire or other casualty before the Commencement Date or during the Lease Term and expenses, if any, in collecting (a) such fire or other casualty occurs during the same last twelve (hereinafter referred to as 12) months of the "NET PROCEEDS") available for Lease Term and the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall work to be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyperformed by Landlord in accordance with section 11.1 hereof cannot, as nearly as possible to reasonably estimated by Landlord, be completed within two (2) months after the condition the Damaged Property was in immediately prior to occurrence of such fire or other casualty, with or (b) the insurance proceeds received by Landlord in respect of such alterations as may be approved by Lenderdamage are not adequate to pay the entire cost, as soon as reasonably practicableestimated by Landlord, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property work to be performed by Landlord in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender tosection 11.1 hereof, or as directed by, Borrower from time to time during the course of (c) the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursementperformed by Landlord in accordance with section 11.1 hereof cannot, as reasonably estimated by Landlord, be completed within six (6) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon months after the occurrence of an Event of Defaultsuch fire or other casualty, Lender then, in any such event, Landlord shall have the use right, by giving written notice to Tenant within sixty (60) days after the occurrence of such plan and specifications and all permitsfire or other casualty, licenses and approvals required or obtained in connection with the repair and restoration to terminate this Lease as of the Damaged Property. The identity of the contractorsdate specified in such notice, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, date shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making not less than thirty (30) days nor more than sixty (60) days after the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,date such notice is given.

Damage or Destruction. If the Premises, the building in which the Premises may be located, or any Property shall be systems, parking or common areas serving the Premises, are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result Landlord shall within forty-five (45) days of such casualty notify the Tenant (the “Landlord’s Notice”) whether Landlord elects to restore the damage or destruction after deduction of its reasonable costs and expensesand, if anyso, whether in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration reasonable determination of the Damaged Property, provided Landlord the damage can be repaired within one hundred twenty (120) days of such notice (the “Restoration Period”). If Landlord elects not to repair the damage then this Lease will terminate effective as of the date of the casualty and the Rent shall be prorated as of that date. If Landlord elects to repair the damage and (i) no default shall have occurred and shall be continuing under the Loan Documentsdamage substantially interferes with Tenant’s ability, in its reasonable judgment, to conduct its business therefrom, or (ii) Borrower if the repairs and restoration cannot be completed within the Restoration Period as determined by Landlord, then Tenant may, at its option, within thirty (30) days of the receipt of the Landlord’s Notice, terminate this Lease effective as of the date of the casualty and the Rent shall be prorated as of that date. If Xxxxxxxx has elected to make the repairs and if Tenant has not exercised its right to terminate as set forth above, the Landlord shall within thirty (30) days from the date of the Landlord’s Notice, commence the repair repairs and restoration of and proceed with all due diligence to restore the Damaged Property, as nearly as possible damaged areas to substantially the same condition the Damaged Property was in which they were in immediately prior to the occurrence of the casualty. For such fire or other casualtyperiod of time as Tenant cannot, with such alterations as may be approved by Lenderin its reasonable judgment, as soon as reasonably practicable, and shall diligently pursue conduct its business from the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property Premises as a result of the occurrence of any such fire or other casualty will be covered out condition of the Net Proceeds Premises, the Common Facilities, or the building of which the Premises may be a part, or caused by Borrower out-of-pocket or with an interruption thereof because of reconstruction activities, the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender Rent shall be satisfied that, within xxxxx. To the extent and during the time that only a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration portion of the Damaged Property, the gross cash flow Premises is tenantable and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are Tenant is able in its reasonable judgment to be paid for out conduct its business therefrom, the Tenant shall receive a fair diminution of Rent. In the requested disbursement) in connection with event the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention Landlord fails to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded deliver to the satisfaction of Lender and discharged of record or in Tenant a Landlord’s Notice within the alternative fully insured over to required forty-five (45) day period, the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration right to terminate this Lease as of the Damaged Property. The identity date of the contractorscasualty. Landlord shall have no obligation to restore fixtures, subcontractors and materialmen engaged in the repair and restoration improvements, furniture, equipment or other property of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. If any Property shall be In the event (a) the Improvements are damaged or destroyedby fire, in whole or in part, by fire explosion or other property hazard casualty insured under the fire and extended coverage insurance policy required hereunder (an "INSURED CASUALTY") to the extent of fifty percent (50%) or more of the insurable value thereof immediately preceding the casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%b) percent the Improvements are damaged by a casualty or occurrence other than an Insured Casualty, (c) such damage occurs at anytime within the last twelve (12) months of the net amount of all insurance proceeds received Lease Term, or (d) the Premises or any portion thereof is damaged by Lender fire, explosion or Borrower as a result of such damage or destruction after deduction of reasonable costs other casualty and the expensesPremises cannot be repaired, if anyrebuilt or restored to substantially the same condition, in collecting under any Legal Requirement or other governmental order or under any other agreement to which the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property Premises is subject (a "DAMAGED PROPERTYPROHIBITED CASUALTY"), then in such event Landlord may terminate this Lease by giving Tenant written notice of termination within thirty (30) days after the happening of the event causing the damage. In the event the damage is not extensive enough to give rise to Landlord's option to terminate this Lease, a Prohibited Casualty has not occurred, or Landlord does not elect to terminate this Lease, Landlord shall be damaged or destroyedpromptly and with all due diligence repair and replace the damage to the Improvements to the condition that existed immediately preceding such fire, in whole or in part, by fire explosion or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result . Upon completion of such damage repairs and replacements by Landlord, Tenant shall promptly repair or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration replace all portions of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible Premises not repaired or replaced by Landlord to the condition the Damaged Property was in existing immediately prior to preceding such fire fire, explosion or other casualty. All work by Tenant shall comply with the requirements and limitations imposed by Landlord. During any period of reconstruction or repair of the Premises, with such alterations as may be approved by Lender, as soon as reasonably Tenant shall operate its business in the Premises to the extent practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender . Base Rent shall be satisfied that any operating deficits which will be incurred with respect to abated during the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have Premises is not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultanttenantable. If Lender fails to respond such damage or destruction cannot be repaired or completed within ten (10) Business Days following a request and submissions of plans and specifications for approvalone year after the date such damage or destruction occurred, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified right to Lender and Consultant, if any. All costs and expenses incurred terminate this Lease by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated giving notice to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Landlord.

Damage or Destruction. If any Property the Premises are damaged by an insured casualty and insurance proceeds have been made available to LESSOR, said damage shall be damaged or destroyedrepaired by LESSOR, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result extent of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all available insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Propertyproceeds, provided that (i) no default shall have occurred and shall such repairs can be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, made within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to after the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all occurrence of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountcasualty, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for without the payment of the Debtovertime or other premiums. The Net Proceeds together with interest earned thereonUntil such repairs are completed, Base Rent and Additional Rent shall be disbursed abated in proportion to that part of the Premises unusable by Lender toLESSEE. LESSOR shall have no obligation to restore, rebuild, or as directed by, Borrower from time replace LESSEE’S personal property and trade fixtures and LESSOR shall not be liable for any damage to time during the course or any inconvenience or interruption of the repair and restoration business of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and LESSEE or LESSEE’S agents occasioned by any casualty to the full extent required by Lender include receipted billsPremises, invoices, lien waivers and a continuation and date down of title If the damage is due to the Damaged Property in form satisfactory to Lender and issued by fault or neglect of LESSEE, or its employees, contractors, or agents, there shall be no abatement of Base Rent or Additional Rent. Should the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to Premises be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance damaged as a result of any nature whatsoever on cause not covered by insurance, or if the Damaged Property arising out of the repair and restoration of the Damaged Property which insurance proceeds have not either been fully bonded made available to LESSOR, or if repairs cannot be completed within ninety (90) days following the satisfaction of Lender and discharged of record casualty date, or in if the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsunexpired LEASE TERM is less than two (2) years, rules and regulations (including, without limitation, all applicable Environmental Requirementsexcluding any existing but unexercised LEASE renewal option(s), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender LESSOR shall have the use of option to: (1) repair the damage, this LEASE continuing in effect, but Base Rent and Additional Rent to be abated as provided above until such plan and specifications and all permitsrepairs are completed; or, licenses and approvals required or obtained in connection with the repair and restoration (2) terminate this LEASE effective as of the Damaged Property. The identity casualty date, such notice of election to be made by LESSOR within sixty (60) days of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,casualty date.

Damage or Destruction. (a) If, after expiration of the Due Diligence Period but prior to Closing, there shall occur any uninsured damage or destruction to the ProDerty in excess of twenty percent (20'-.) , by value, of Sundial, Seaside Inn or Sanibel Inn, taken individually, or that would require longer than three hundred sixty-five (365) days to repair, CapStar shall have the option, in its sole judgment and discretion, (i) to terminate this Agreement, or (ii) to proceed with Closing without any adjustment in the Purchase Price, in which event, at Closing, Sellers shall transfer and assign to CapStar all of Sellers' right, title and interest in and to all proceeds from all insurance policies owned by Sellers with respect to the Purchased Assets for such damage or destruction, provided that any existing mortgagees having approval or similar rights relating to application of insurance proceeds have agreed that the insurance proceeds may he transferred and assigned to CapStar. If any Property CapStar elects to proceed with Closing, and, as of the Closing Date, the existing mortga ees have no . t agreed that the insurance proceeds may be transferred and assigned to CaDStar, then, in such event, the insurance proceeds shall be damaged or destroyedtrans'Lerred and assigned by Sellers to Ca-oStar as soon as practicable after Closing. If CapStar elects to terminate this Agreement, in whole or in part, by fire or other property hazard or casualty, Borrower CapStar shall give prompt written notice thereof to Lender and one hundred Sellers on or before the earlier to occur of (100%A) percent of the net amount of all insurance proceeds ten (10) days after CapStar shall have received by Lender or Borrower as a result written notice of such damage or destruction after deduction of reasonable costs destruction, or (B) the Closing Date. If CapStar does not give such notice within such time, CapStar shall he conclusively deemed to have elected to @roceed with Closing, and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining not have any further right to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of terminate this Agreement as a result of such damage or destruction after deduction destruction. Upon any te=ination o'L this Agreement under this Section 10.2(a), all rights and obligations of its reasonable costs Sellers and expensesCapStar hereunder (except those rights and obligations set forth herein which expressly survive a te=ination of this Agreement) shall te=inate immediately. (b) If, if anyprior to Closing, there shall occur any damage or destructi-oi-i -Lo the ProDerty that would require less than twenty Dercent (20%), by value, of Xxxx@al, Seaside Inn ' or Sani-bel Inn, taken individually, and take not longer than three hundred sixty-five (365) days to repair, CapStar shall not have the option to L--erminate this Agreement, but Closing shall proceed pursuant to Section 10.2(a)(ii) unless Sellers, insurance company has in collecting the same (hereinafter referred good fai-th denied coverage and SSPC is unwilling to as the "NET PROCEEDS") available pay for the cost (or estimated cost) to repair or restore the damaged ProperL@-y through a reduction in the Purchase Price. I'L Sellers' insurance company denies coverage and restoration SSPC is unwilling to pay for the cost (or estimated cost) to renair or restore the damaged Pro-oerty through a reduct@-on in L--he Purchase Price, CapStar may elect to te--Mi-nate th-Ls Agreemen-L by gi-ving Sellers written notice thereof prior l'o the Clos@-ng and all rights and obligations of the Damaged Property, provided Sellers and CapStar hereunder (excent those rights and obligations set forth herein which expressly survive a termination of this Agreement) shall terminate immediately. CapStar acknowledges that (i) Sellers make no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, representation or warranty as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence amount of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the insurance policy proceeds, if any, of business interruption that will be available to CaDStar in the event ocL a Closing pursuant to Section 10.2(a)(ii) or rental interruption insurancethis Section 10.2(h). If Sellers' insurance company denies coverage and SSPC pays for the cost or estimated cost to repair or restore the damaged Property through a reduction in the Purchase Price, (iv) Lender SSPC shall be satisfied thatentitled to collecl-- and receive any insurance proceeds ultimately dete=ined to be due and ow@-ng by Sellers, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion insurance company in respect of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,c'Lamage.

Damage or Destruction. If any Property shall be 9.1 In the event the improvements on the Premises are damaged or destroyed, partially or totally, from any cause whatsoever, whether or not such damage or destruction is covered by any insurance required to be maintained under Article 8, the Tenant shall repair, restore, and rebuild the Premises to their condition existing immediately prior to such damage or destruction and this Lease shall continue in whole full force and effect. Such repair, restoration and rebuilding [all of which are herein called the "repair"] shall be commenced within a reasonable time after such damage or in part, destruction and shall be diligently prosecuted to completion. There shall be no abatement of rent or of any other obligation of Tenant hereunder by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result reason of such damage or destruction after deduction destruction. The proceeds of any insurance maintained under Article 8.3 shall be made available to Tenant for payment of the cost and expense of the repair, provided, however, that such proceeds may be made available to Tenant subject to reasonable conditions including, but not limited to, architect's certification of costs and the expenses, if any, in collecting the same, shall be applied in reduction retention of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result percentage of such damage or destruction after deduction proceeds pending final notice of its reasonable costs and expenses, if any, in collecting completion. In the same (hereinafter referred event that such proceeds are not made available to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, Tenant within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Dateafter such damage or destruction, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use option for thirty (30) days, commencing on the expiration of such plan ninety (90) day period of canceling this Lease. If Tenant shall exercise such option, Tenant shall have no further obligation hereunder and specifications and all permitsshall have no further claim against Landlord; provided, licenses and approvals however, that Landlord shall return to Tenant so much of Tenant's security deposit as has not theretofore been applied by Landlord. Tenant shall exercise such option by written notice to Landlord within said thirty (30) day period. In the event that the insurance proceeds are insufficient to cover the cost of the repair, then any amount in excess thereof required or obtained in connection with to complete the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. A. If any Property the premises shall be partially damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shalland in Lessor’s opinion (which shall be given within ten (10) days alter the occurrence of such fire or other casualty or if, in good faith, such opinion cannot be made within ten (10) days then within a reasonable amount or time not to exceed twenty (20) days), the damage can be repaired within ninety (90) days, excluding the time required to obtain permits, then the damage shall be repaired by and at the expense of Lessor, this Lease shall continue in effect, and all forms of rent due hereunder shall xxxxx in proportion to the portion of the premises deemed by both parties to be unusable by Lessee, commencing with the date of such fire or other casualty. If in Lessor’s opinion, the damage cannot be repaired within such ninety (90) days, then Lessor shall provide written notice to Lessee of Lessor’s opinion, and Lessee may at its option, terminate this Lease within ten (10) days thereof. If Lessee elects not to terminate this Lease, Lessor may, at its option, either terminate this lease or repair such damage within a reasonable time and, in such event, this lease shall continue in effect and the rent shall xxxxx as aforesaid. Lessor’s election shall be evidenced by written notice given to lessee. B. If the premises shall be totally damaged by fire or other casualty and in Lessor’s opinion (which shall be given within ten (10) days alter the occurrence of such rue or other casualty or if, in good faith, such opinion cannot be made within ten (10) days then within a reasonable amount or time, not to exceed twenty (20) days), repair or restoration is economically justified and such repair or restoration can be completed within ninety (90) days, excluding the time required to obtain permits, then the premises shall be restored by and at the expense of Lessor, with all forms of rent abating in toto, commencing with the date of such fire or other Casualty, if Lessor shall decide not to restore the premises, then Lessor shall give written notice to Lessee of such decision, the term of this Lease shall automatically expire on the third (3rd) day after such notice is given, and all forms of rent due hereunder shall xxxxx in toto, commencing with the date or such fire or other casualty. C. If the premises are damaged as a result of a wrongful or negligent act of Lessee or any its guests, invitees, customers or agents on the premises with Lessee’s express or implied consent, then there shall be no abatement of rent regardless of the period for which the premises are unusable, and any such damage shall be repaired promptly at Lessee’s sole cost and expense in accordance with Paragraph 11 hereof. In no event shall Lessor be liable to Lessee for any delay in restoring the premises. Lessor shall not be responsible for any damage to or destruction of Lessee’s interior Lessee improvements, movable trade fixtures, display devices, supplies, equipment or similar tangible personal property. D. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty to the extent that such insurance is in force and collectible and to the extent permitted by law. Lessor and Lessee hereby release and waive all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. However, the foregoing release and waiver shall be in force only if both releasor’s insurance policies contain a clause providing that such a release or waiver shall not invalidate such insurance. Lessee hereby expressly agrees that the foregoing provisions shall govern and control in lieu of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant any law contrary to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. If the Premises, the Building/s or the Center or any Property shall be part thereof is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallcause or condition whatsoever and Landlord shall determine not to restore said Premises, in accordance Building/s or Center, Landlord may, by written notice to Tenant given within sixty (60) days after such damage, terminate this Lease, effective as of the date of the damage. If this Lease is not terminated as above provided and if the Premises are made partially or wholly untenantable, Landlord, at its expense, shall restore the same with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant reasonable promptness to the provisions condition in which Landlord furnished the Premises to Tenant at the commencement of this Agreement the Lease Term. Landlord shall be under no obligation to restore any alteration, improvements or additions to the Premises made by Tenant or paid for by Tenant, including, but not limited to, any of the initial tenant finish done or paid for by Tenant or any subsequent changes, alterations or additions made by Tenant or reimbursed by Tenant. If, as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, cause or condition whatsoever the Premises are made partially or wholly untenantable and, if Landlord has not given the sixty (60) day notice above provided for and fails within one hundred twenty (120) days after such damage occurs to eliminate substantial interference with Tenant's use of said Premises or to substantially restore said Premises, provided that Landlord has not in good faith commenced to eliminate such alterations substantial interference with Tenant's use or to substantially restore the Premises, within said one hundred twenty day period, Tenant may terminate this Lease after the end of said one hundred twenty (120) days, effective as of the date such damage occurs, by notice to Landlord given not later than ten (10) days after expiration of said one hundred twenty (120) day period. Tenant may be approved by Lendernot terminate the Lease under this provision if Landlord has in good faith commenced restoration of the Premises within said one hundred twenty (120) days, but Landlord is not able to complete restoration within said one hundred twenty day period due to circumstances beyond the reasonable control of Landlord and so long as Landlord continues in good faith to complete such restoration as soon as reasonably practicablepossible after the end of said one hundred twenty day period. If the Premises are rendered totally untenantable but this Lease is not terminated, and all Rent shall diligently pursue abate from the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result date of the occurrence of any such fire or other casualty will be covered out relevant cause or condition xxxxl the Premises are ready for occupancy and reasonably accessible to Tenant. If a portion of the Net Proceeds or by Borrower out-of-pocket or with the proceedsPremises is untenantable, if any, of business interruption or rental interruption insurance, (iv) Lender Rent shall be satisfied that, within prorated on a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair per diem basis and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property apportioned in accordance with the provisions portion of this paragraphthe Premises which is usable by Tenant until the damaged part is ready for Tenant's occupancy. The Net Proceeds In all cases, due allowance shall be held made for reasonable delay caused by Lender in an interest-bearing accountadjustment of insurance loss, and until disbursed in accordance with the provisions of this paragraphstrikes, labor difficulties or any cause beyond Landlord's reasonable control. In any event, Tenant shall constitute additional security be responsible for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender toremoval, or as directed byrestoration, Borrower when applicable, of all its damaged property and debris from time to time during the course of the repair and restoration of the Damaged PropertyPremises, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required request by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property Landlord or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available else Tenant must reimburse Landlord for the repair and restoration cost of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,removal.

Damage or Destruction. If any Property In the event the Premises shall be destroyed or so damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, injured by fire or other casualty, Lender shall, in accordance with during the provisions term of this Section hereinafter set forthLease or any extensions or renewals hereof, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting whereby the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Propertyshall be rendered untenantable, provided that (i) no default then Landlord shall have occurred and shall be continuing under the Loan Documentsright, (ii) Borrower shall commence but not the repair and restoration of obligation, to render the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved Premises tenantable by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repairs within a reasonable period of time, not to exceed one hundred eighty (180) days therefrom or to terminate this Lease. Within sixty (60) days following receipt by Landlord of notice of said damage or destruction, Landlord shall notify Tenant with respect to whether or not Landlord intends to restore the completion Premises or terminate this Lease. If said Premises are not rendered tenantable within the aforesaid one hundred eighty (180) days, either party shall have the option to terminate this Lease, and in the event of such repair termination rent and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender other charges shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior paid only to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraphfire or casualty. The Net Proceeds shall termination herein must be held exercised by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no written notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond delivered within ten (10) Business Days following days after the expiration of said one hundred eighty (180) days. During any time that the Premises are untenantable due to causes set forth in this paragraph, the rent or a request just and submissions of plans and specifications for approval, such plans and specification fair proportion thereof shall be deemed approved abated. The aforesaid right of termination shall be Tenant's sole and exclusive remedy in the event of such damage or destruction and Tenant hereby waives any other remedies or causes of action of any kind in connection therewith. Notwithstanding the foregoing. should damage, destruction or injury occur by Lender. Upon reason of the occurrence negligence or wrongful acts of an Event Tenant or any of Defaultits officers, Lender directors, employees, agents or representatives, Landlord shall have the use of such plan and specifications and all permitsright, licenses and approvals required or obtained in connection with but not the repair and restoration obligation, to render the Premises tenantable within three hundred sixty (360) days of the Damaged Property. The identity date of the contractorsdamage, subcontractors destruction or injury and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender there be obligated to make disbursements any abatement of rent nor shall Tenant have any right of termination. Notwithstanding the foregoing. should damage or destruction occur during the last twelve (12) months of the Net Proceeds in excess term hereof, either party shall have the option to terminate this Lease, effective on the date of an amount equal damage or destruction, by delivering written notice of such intention within thirty (30) days after the date of damage or destruction; provided, however, that if such damage or destruction is due to the costs actually incurred from time neglect or wrongdoing of Tenant or any of its officers, directors, employees, agents or representatives, then Tenant shall remain liable to time Landlord for work in place as part of the repair any damage therefrom and restoration of the Damaged Property,any rent and other charges due notwithstanding such termination.

Damage or Destruction. If any Property shall be the Premises are damaged or destroyed, in whole or in part, by fire or by any other property hazard or casualtycause, Borrower the following provisions shall give prompt notice thereof apply: a. If the damage is to Lender and one hundred (100%) percent such extent that the cost of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyrestoration, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire reasonably estimated by Landlord, will equal or other casualtyexceed $50,000.00, with such alterations as may be approved by LenderLandlord may, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, no later than sixty (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (18060) days following the completion damage, give Tenant a notice stating that Landlord elects to terminate this Lease Agreement. If such notice shall be given: (i) this Lease Agreement shall terminate on the third day after the giving of said notice; (ii) Tenant shall surrender possession of the Premises within a reasonable time thereafter; and (iii) all rent shall be apportioned to the date of such repair surrender, and restoration any rent paid for any period beyond the date of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender such surrender shall be satisfied that repaid to Tenant. b. If the repair and restoration cost of the Damaged Property will be completed on or before the earlier restoration, as reasonably estimated by Landlord, shall amount to occur of (w) ninety (90) days prior to the Maturity Dateless than $50,000.00, or (x) if despite the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all cost Landlord does not give notice to Tenant of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue its election to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property terminate in accordance with Subsection 16(a), above, Landlord shall restore the provisions Premises with reasonable promptness, subject to delays beyond Landlord's control and delays in making of this paragraph. The Net Proceeds shall be held insurance adjustments by Lender in an interest-bearing accountLandlord, and until disbursed Tenant shall not have the right to terminate this Lease Agreement on account of such damage (unless such restoration cannot be completed within sixty (60) days, in accordance with which event Tenant will have the provisions right to terminate this Lease Agreement forthwith, by written notice to Landlord). In the case of this paragrapheither clause (a) or clause (b) above, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (if which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of the Premises is affected by any such plan and specifications and all permitsdamage, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, there shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,either an

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Damaged

Damage or Destruction. If any Property shall be Section 7.1. In the event the Building is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender insured casualty and one hundred (100%) percent of the net amount of all insurance proceeds received have been made available therefor by Lender the holder or Borrower as a result holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such damage or destruction after deduction of reasonable costs and the expensesinsurance proceeds available therefor, if anyprovided such repairs can, in collecting the same, shall Landlord's sole opinion be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, made within a reasonable period of time, not to exceed one hundred eighty (180) days following after the completion occurrence of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for damage without the payment of the Debtovertime or other premiums. The Net Proceeds together with interest earned thereonUntil such repairs are completed, Fixed Rent shall be disbursed by Lender to, or abated effective as directed by, Borrower from time to time during the course of the repair and restoration date of such fire or other casualty in proportion to the part of the Damaged PropertyBuilding which is unusable by Tenant in the conduct of its business; provided, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and however, if the damage is due to the full extent required by Lender include receipted billsfault or neglect of Tenant or its employees, invoicesagents or invitees, lien waivers there shall be no abatement of Fixed Rent unless Landlord has received loss of rental insurance proceeds intended to replace the Fixed Rent due hereunder. If repairs cannot, in Landlord's sole opinion reasonably exercised, be made within one hundred eighty (180) days after the occurrence of such damage, Landlord may, at its option, make them within a reasonable time, and a continuation in such event, this Lease shall continue in effect and date down Fixed Rent shall be abated in the manner provided in the immediately preceding sentence. In the case of title to the Damaged Property repairs which, in form satisfactory to Lender and issued by the title company insuring the lien Landlord's opinion reasonably exercised, cannot be made within such one hundred eighty (180) day period, Landlord shall notify Tenant within sixty (60) days of the Mortgage encumbering date of occurrence of such Property damage as to whether or another title company satisfactory not Landlord will make such repairs. If (a) Landlord elects not to Lendermake such repairs which cannot be made within such one hundred eighty (180) that day period, (ib) all materials installed and work and labor performed (except Landlord fails to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no give Tenant written notice of pendency, stop order, notice of Landlord's intention to file mechanic's make or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair not to make such repairs and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within such failure continues for ten (10) Business Days following a request and submissions days after Landlord's receipt of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use written notice of such plan and specifications and all permitsfailure, licenses and approvals required or obtained in connection with (c) such damage occurs during the repair and restoration last eighteen (18) months of the Damaged Property. The identity Term, then either party may, by written notice to the other, terminate this Lease as of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,date of

Damage or Destruction. If any Property shall be (a) In the event the Building and/or the Premises is damaged or destroyed, in whole or in part, by fire or other property hazard perils covered by Landlord's insurance, Landlord shall have the following rights and obligations: (i) In the event of total destruction, at Landlord's option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or casualtywithin ninety days after such damage, Borrower elect not to so repair, reconstruct or restore the Building and/or the Premises, in which event this Lease shall terminate. In either event, Landlord shall give prompt Tenant written notice thereof of its intention within said ninety day period. In the event Landlord elects not to Lender and one hundred restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such total destruction. (100%ii) In the event of a partial destruction of the Building and/or the Premises, to an extent not exceeding twenty-five percent of the net amount full insurable value thereof, and if the damage thereto is such that the Building and/or the Premises may be repaired, reconstructed or restored within a period of all ninety days from the date of the happening of such casualty and if Landlord will receive insurance proceeds received by Lender or Borrower as a result sufficient to cover the cost of such damage repairs, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than ninety days or destruction after deduction exceeds twenty-five percent of reasonable costs the full insurable value thereof, or if said insurance proceeds will not be sufficient to cover the cost of such repairs, then Landlord either may elect to so repair, reconstruct or restore and the expensesLease shall continue in full force and effect or Landlord may elect not to repair, if anyreconstruct or restore and the Lease shall then terminate. Under any of the conditions of this Subparagraph 21(a)(ii), in collecting Landlord shall give written notice to Tenant of its intention within said ninety day period. In the sameevent Landlord elects not to restore the Building and/or the Premises, this Lease shall be applied in reduction deemed to have terminated as of the outstanding Principal Balance date of such partial destruction. (b) Upon any termination of this Lease under any of the Note pertaining provisions of this Article 21, the parties shall be released without further obligation to the Damaged Propertyother from the date possession of the Premises is surrendered to Landlord except for items which have therefore accrued and are then unpaid. (c) In the event of repair, reconstruction and restoration by Landlord as herein provided, the rental payable under this Lease shall be abated proportionately with the degree to which Tenant's use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) Tenant shall not be released from any of its obligations under this Lease except to the extent and upon the conditions expressly stated in this Article 21. Notwithstanding anything to the contrary set forth abovecontained in this Article 21, if a particular Property (a "DAMAGED PROPERTY") shall be Landlord is delayed or prevented from repairing or restoring the damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with Premises within one year after the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result occurrence of such damage or destruction after deduction by reason of acts of God, war, governmental restrictions, inability to procure the necessary labor or materials, or other cause beyond the control of Landlord, Landlord shall be relieved of its reasonable costs obligation to make such repairs or restoration and expensesTenant shall be released from its obligation under this Lease as of the end of said one year period. (e) If damage is due to any cause other than fire or other peril covered by extended coverage insurance, if anyLandlord may elect to terminate this Lease. (f) If Landlord is obligated to or elects to repair or restore as herein provided, in collecting Landlord shall be obligated to make repair or restoration only of those portions of the same (hereinafter referred to as Building and the "NET PROCEEDS") available for Premises which were originally provided at Landlord's expense, and the repair and restoration of the Damaged Property, items not provided that (i) no default shall have occurred and at Landlord's expense shall be continuing the obligation of Tenant. (g) Notwithstanding anything to the contrary contained in this Article 21, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Article 21 occurs during the Loan Documents, (ii) Borrower shall commence the repair and restoration last twelve months of the Damaged Propertyterm of this Lease or any extension hereof. (h) The provisions of California Civil Code 1932, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicableSubsection 2, and shall diligently pursue the same to satisfactory completion1933, (iii) Lender shall be satisfied that any operating deficits Subsection 4, which will be incurred with respect to the Damaged Property as permit termination of a result lease upon destruction of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or Leased Premises, are hereby waived by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair Tenant; and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Article shall be held by Lender govern in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use case of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. If any Property shall be (a) In the event the Building and/or the Premises is damaged or destroyed, in whole or in part, by fire or other property hazard perils covered by Landlord's insurance, Landlord shall: (i) In the event of damage or casualty, Borrower shall give prompt notice thereof destruction to Lender and one hundred the Building to an extent exceeding twenty-five percent (10025%) percent of the net amount full insurable value of the Building, or damage or destruction to the Premises to an extent exceeding thirty-three percent (33%) of the full insurable value of the Premises, as applicable, at Landlord's option, as soon as reasonably possible thereafter, commence repair, reconstruction and restoration of the Building and/or the Premises and prosecute the same diligently to completion, in which event this Lease shall remain in full force and effect; or within ninety (90) days after such damage, elect not to so repair, reconstruct or restore the Building and/or the Premises, in which event this Lease shall terminate; provided, however, in the event of a casualty which includes material damage or destruction to portions of the Building outside of the Premises, Landlord shall not be entitled to selectively terminate this Lease unless Landlord also elects to terminate the leases of all insurance proceeds received by Lender tenants similarly situated, other than Xxxxx Fargo or Borrower as any other tenants in the Building whose lease may not permit such a termination, but such restriction on Landlord's termination of the Lease shall not result in Landlord's expending more for the repair and/or reconstruction of such damage than the proceeds from Landlord's insurance required hereunder plus permitted deductibles. In either event, Landlord shall give Tenant written notice of its intention within said ninety (90) day period. In the event Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such total destruction. (ii) In the event of a partial destruction which constitutes neither damage to the Building to an extent exceeding twenty-five percent (25%) of the full insurable value of the Building, nor damage to the Premises to an extent exceeding thirty-three percent (33%) of the full insurable value of the Premises, and if the damage is such that the Building and the Premises may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty, as determined by an independent qualified third party and if Landlord will receive (or if Landlord would have carried the insurance required hereunder, would have received) insurance proceeds sufficient to cover the cost of such repairs, less the deductibles described in Paragraph 22(c), commence and proceed diligently with the work of repair, reconstruction and restoration and this Lease shall continue in full force and effect. If such work of repair, reconstruction and restoration shall require a period longer than six (6) months or exceeds the applicable percentage of full insurable value set forth above, or if said insurance proceeds (determined assuming Landlord carried the insurance coverage required hereunder) will not be sufficient to cover the cost of such repairs, less the deductible described in Paragraph 22(c), then Landlord either may elect to so repair, reconstruct or restore and the Lease shall continue in full force and effect or Landlord may elect not to repair, reconstruct or restore and the Lease shall then terminate; provided, however, in the event of a casualty which includes material damage or destruction after deduction to portions of reasonable costs and the expensesBuilding outside of the Premises, if anyLandlord shall not be entitled to selectively terminate this Lease unless Landlord also elects to terminate the leases of all tenants similarly situated, other than Xxxxx Fargo or any other tenant in the Building whose lease may not permit such a termination, but such restriction on termination of the Lease shall not result in Landlord's expending more for the repair and/or reconstruction of such damage than the proceeds from Landlord's insurance required hereunder, plus permitted deductibles; provided, further, in collecting the sameevent that Landlord elects not to repair the damage or destruction and to terminate the Lease solely on the basis of an inadequacy of insurance proceeds as provided above, then Tenant shall have the right, by written notice to Landlord within twenty (20) days following Landlord's termination notice, to nullify Landlord's termination notice by agreeing to pay for the amount by which the cost of repair or restoration (less deductibles described in Paragraph 22(c)) exceeds Landlord's insurance proceeds (calculated assuming Landlord had maintained the required insurance hereunder). The projected cost to be paid by Tenant shall be applied in reduction deposited into escrow prior to the commencement of repair or reconstruction work. Under any of the outstanding Principal Balance conditions of this Subparagraph 23(a)(ii), Landlord shall give written notice to Tenant of its intention within said ninety (90) day period. In the event Landlord elects not to restore the Building and/or the Premises, this Lease shall be deemed to have terminated as of the date of such partial destruction. (b) Upon any termination of this Lease under any of the Note pertaining provisions of this Paragraph 23, the parties shall be released without, further obligation to the Damaged Propertyother from the date possession of the Premises is surrendered to Landlord except for items which have heretofor accrued and are then unpaid. (c) In the event of repair, reconstruction or restoration by Landlord of the Premises, Building or Parking Facilities as herein provided, the rent payable under this lease shall be abated proportionately with the degree to which Tenant's use of the Premises is impaired during the period of such repair, reconstruction or restoration. Tenant shall not be entitled to any compensation or damages for loss in the use of the whole or any part of the Premises and/or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. (d) Notwithstanding anything to the contrary set forth abovecontained in this Paragraph 23, if a particular Property (a "DAMAGED PROPERTY") shall be all or any part of the Premises or Building is damaged or destroyed, in whole and if Landlord is unable, within ninety (90) days following such damage or in partdestruction, by fire to provide Tenant with a certificate from Landlord's general contractor stating that Tenant will be given reasonable use of, and access to, a fully-repaired and restored Premises within one (1) year of the damage or other destruction, Tenant may terminate this Lease upon ten (10) days' written notice to Landlord, given at any time within thirty (30) days following the earlier of (i) the end of such ninety (90) day period or (ii) the date upon which Landlord notifies Tenant that Landlord does not intend to or is not able to deliver the above-described certificate to Tenant. (e) In the event that the Parking Facilities are damaged or destroyed due to casualty, Lender shalland if Landlord is unable, within thirty (30) days following such damage or destruction, to provide Tenant with a good faith, reasonable assurance that Tenant can be given reasonable use of, and access to, its parking privileges in accordance with the provisions Parking Facilities specified herein, or use of this Section hereinafter set forth, make and access to substitute parking within the net amount of all insurance proceeds received by Lender pursuant Development within a reasonable walking distance to the provisions Building (or temporary parking as provided below), on or before the later of this Agreement as a result of (i) sixty (60) days after such damage or destruction or, (ii) if the Building has been damaged or destroyed, concurrent with Landlord's restoration of the Building, then Tenant shall have the right to terminate this Lease upon ten (10) days' written notice to Landlord, given at any time within sixty (60) days after deduction the date of the casualty. Tenant agrees that Landlord shall have the right during any reasonable repair or reconstruction period to temporarily relocate Tenant's parking privileges to a parking facility served by a Landlord provided shuttle. During any period during which Tenant is denied access to its reasonable costs parking privileges in the Parking Facilities due to damage or destruction to the Parking Facilities and expensesLandlord does not provide replacement parking as provided herein, if anya prorata portion of Tenant's parking charges herein shall xxxxx based upon the proportion of such parking privileges which Landlord fails to replace. In the event that the Parking Facilities are damaged or destroyed and due to Landlord's election not to repair the Parking Facilities Tenant's parking privileges are permanently relocated as provided herein, Tenant's parking charges shall be subject to equitable reduction in collecting the same event that the quality and/or location of Tenant's new parking facilities are not commensurate with the Parking Facilities. (hereinafter referred f) If Landlord is obligated to or elects to repair or restore as herein provided, Landlord shall be obligated to make repair or restoration only of those portions of the "NET PROCEEDS") available for Building and the Premises which were originally provided at Landlord's expense, and the repair and restoration of items not provided at Landlord's expense shall be the Damaged Propertyobligation of Tenant. (g) Notwithstanding anything to the contrary contained in this Paragraph 23, provided that (i) no default either Landlord or Tenant shall have occurred and shall be continuing under the Loan Documents, right to terminate this Lease in the event of damage or destruction to the Premises which occurs during the last twelve (ii12) Borrower shall commence the repair and restoration months of the Damaged PropertyTerm of this Lease or any extension hereof, as nearly as possible if such damage or destruction cannot reasonably be repaired within sixty (60) days after the date thereof. (h) The provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4, and any other similarly enacted statute or court decision relating to the condition the Damaged Property was in immediately prior to such fire abatement or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as termination of a result lease upon destruction of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or leased premises, are hereby waived by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair Tenant; and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Paragraph shall be held by Lender govern in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use case of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. 18.1. If any Property shall be the Premises or the Building is totally or partially damaged or destroyed, thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in whole prior to such damage or destruction; provided, however, that if in partLandlord's good faith reasonable judgment such repair and restoration cannot be completed within the lesser of (a) fifteen (15) months after the occurrence of such damage or destruction or (b) twelve (12) months after settlement with any insurance company involved, then Landlord shall promptly notify Tenant of such determination. For a period of thirty (30) days after receipt of such determination, Tenant shall have the right to terminate this Lease by fire providing written notice to Landlord. If Tenant does not elect to terminate this Lease within such thirty (30) day period, Landlord shall proceed to repair and restore the Premises and the Building. In the event Landlord has not completed its repairs and restoration by the later of (i) the date by which it had been projected that Landlord's work would be completed, or other property hazard or (ii) the earlier of (a) the date that is fifteen (15) months after the date of the casualty, Borrower or (b) the date that is twelve (12) months after settlement with any insurance company involved, then Tenant shall give prompt have the right, at any time thereafter before the restoration has been completed, to terminate this Lease by delivering written notice thereof of termination to Lender Landlord; provided, however, that, if Landlord has diligently pursued restoration and one hundred Tenant is then able (100practically and lawfully) to occupy at least seventy-five percent (75%) percent of the net amount rentable area of the Premises for the normal conduct of Tenant's business, then Tenant shall not have the right to terminate this Lease unless Landlord fails to complete all insurance proceeds received by Lender of its repairs and restoration within an additional ninety (90) days, and during such extended restoration period Tenant shall pay Base Rent and additional rent only for the portion of the Premises that is usable for the normal conduct of Tenant's business. 18.2. If this Lease is terminated pursuant to Section 18.1 above, then all rent shall be apportioned (based on the portion of the Premises which is usable after such damage or Borrower destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction after deduction of reasonable costs and the expensesdestruction, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of then until such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged PropertyPremises are substantially complete, provided that (i) no default shall have occurred and Tenant shall be continuing under required to pay the Loan Documents, Base Rent and additional rent only for the portion of the Premises that is usable for the normal conduct of Tenant's business (iias determined in Tenant's reasonable judgment) Borrower shall commence the and accessible while such repair and restoration are being made. Landlord shall bear the expenses of repairing and restoring the Damaged PropertyPremises and the Building; provided, as nearly as possible however, that Landlord shall not be required to repair or restore any Alteration previously made by Tenant or any of Tenant's trade fixtures, furnishings, equipment or personal property. 18.3. Notwithstanding anything herein to the condition contrary, Landlord shall not be obligated to restore the Damaged Property was Premises or the Building and shall have the right to terminate this Lease if zoning or other applicable laws or regulations do not permit such repair and restoration. 18.4. Notwithstanding anything in immediately prior this Article 18 to the contrary, in the event of any fire or casualty occurring during the last twenty-four (24) months within the Lease Term, if (a) the damage caused by such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed take more than one hundred eighty twenty (180120) days following to repair and restore and (b) upon the substantial completion of such repair and restoration of less than eighteen (18) months will remain in the Damaged PropertyLease Term, then Landlord and Tenant shall each have the gross cash flow and right to terminate this Lease by written notice delivered to the net cash flow of other within thirty (30) days after the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied terminating party is made aware that the repair circumstances described in the foregoing clauses (a) and restoration (b) exist; provided, however, that if, within said thirty (30) day period, Tenant exercises any then-available option of Tenant to renew the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions term of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountLease, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then neither party shall have the use of such plan right to terminate this Lease and specifications Landlord shall proceed to restore the Premises and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, Building as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,described above.

Damage or Destruction. If Tenant shall give prompt notice to Landlord of any Property shall be damaged or destroyed, in whole or in part, damage by fire or other property hazard casualty to the Premises or casualtyany portion thereof. In the event that the Premises, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage any part thereof, or destruction after deduction of reasonable costs and the expenses, if any, in collecting the sameaccess thereto, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be so damaged or destroyed, in whole or in part, destroyed by fire or other casualty, Lender shall, in accordance with insured casualty (a "CASUALTY") that the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Tenant shall not have reasonably convenient access to the provisions Premises or any portion of this Agreement as a result the Premises shall thereby be otherwise rendered unfit for use and occupancy by the Tenant for the purposes set forth in Section 7.01, and if in the judgment of such the Landlord the damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repaired within a reasonable period of time, not to exceed one hundred and eighty (180) days following with available insurance proceeds, then the Landlord shall so notify the Tenant within sixty (60) days after the occurrence of the damage or destruction (the "NOTICE PERIOD") and shall repair such damage or destruction (except damage or destruction to Tenant's Property or Tenant's Alterations) with reasonable diligence. In the event that the Landlord shall not complete such repairs within one hundred and eighty (180) days after the elapse of the Notice Period, then the Tenant shall have the right to terminate the term of this lease by giving written notice of such termination to the Landlord within twenty (20) days after the end of such one hundred and eighty (180) day period; provided, however, that in the event that the completion of repairs shall be delayed by causes beyond the Landlord's control, including those events described in Section 16.11 hereof, the time for completion shall be extended by the period of such repair and restoration delay. If in the judgment of the Damaged PropertyLandlord the Premises, or means of access thereto, cannot be repaired within one hundred and eighty twenty (180) days after the gross cash flow elapse of the Notice Period with available insurance proceeds and the net cash flow Landlord does not deliver the Tenant notice of the Damaged Property will be restored its decision to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, repair such damage within sixty (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (9060) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon after the occurrence of an Event of Defaultthe Casualty, Lender then either party shall have the use right to terminate the term of this Lease by giving written notice of such plan and specifications and all permits, licenses and approvals required or obtained in connection with termination to the repair and restoration other party within the period of sixty (60) to seventy-five (75) days after the occurrence of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Casualty.

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth abovecontained in Article 9 of this Lease, OWNER shall not be required to repair or rebuild the demised premises and may terminate this Lease if fifty percent or more of the building of which the demised premises is a particular Property (a "DAMAGED PROPERTY") shall be part are damaged or destroyed, in whole or in part, by any fire or other casualtycasualty (whether or not the demised premises were damaged thereby), Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of or if such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting occurs during the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration last year of the Damaged Propertyterm of this Lease, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately upon thirty days prior to notice given within ninety days after such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsor, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied thatlater, within a reasonable period of time, not to exceed one hundred eighty (180) thirty days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) after the date on which the business interruption insurance covered adjustment of the claims relating thereto. The date specified by such Borrower shall expire, (vi) Lender OWNER for termination shall be satisfied that all not later than sixty days after the giving of OWNER’s notice of termination. The exercise of OWNER’s rights as provided herein shall not create in TENANT any right or obligation to repair or rebuild the demised premises. Further, nothing contained in Article 9 shall be deemed to require OWNER, as a part of its restoration obligations thereunder, to restore or rebuild any portion of the termsbuilding except such structural portions of the demised premises and a roof therefor, covenants together with electrical, water and provisions sewer main service to a single point of connection at the demised premises or at a point on the floor on which the demised premises is located, and TENANT shall be responsible, at its sole cost and expense, to make all other leasehold improvements as may be necessary to complete the demised premises and recommence TENANT’s business operations. Anything contained in this Agreement and the other Loan Documents will continue to be complied with during and subsequent Lease to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to contrary notwithstanding, if the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds demised premises shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that so damaged that: (i) all materials installed and work and labor performed (except Owner’s architect estimates the same cannot be repaired to the extent that they are condition required within nine (9) months following the date of casualty (Owner shall promptly advise TENANT in writing of such determination) or if Owner shall have elected to be paid for out of the requested disbursement) in connection with the repair and restoration Owner’s repair work is not completed within one (1) year following the date of the Damaged Property have been paid for casualty then, in fulleither of such events, and (ii) there exist no notice of pendencyTenant may, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions days after receiving notice of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon (i) or the occurrence of an Event of Default(ii), Lender shall have the use terminate this Lease by giving Owner a notice in writing of such plan decision, and specifications thereupon the term of this Lease shall expire by lapse of time upon the thirtieth (30th) day after such notice is given, and all permits, licenses Tenant shall vacate the Premises and approvals required or obtained in connection with surrender the repair and restoration same to Owner. If any material casualty occurs during the last twelve (12) months of the Damaged Property. The identity of the contractorsterm, subcontractors OWNER and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified TENANT may each elect to Lender and Consultant, if any. All costs and expenses incurred terminate this Lease by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal notice given to the costs actually incurred from time to time for work other party within sixty (60) days of such casualty, in place as part which event this Lease shall terminate thirty (30) days after the giving of the repair and restoration of the Damaged Property,such notice.

Damage or Destruction. If any Property In the event the Leased Premises shall be destroyed or so damaged or destroyed, in whole or in part, injured by fire or other property hazard or casualtycasualty during the Term of this Lease, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of whereby the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, same shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth aboverendered untenantable, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default then Landlord shall have occurred and shall be continuing under the Loan Documentsright, (ii) Borrower shall commence but not the repair and restoration of the Damaged Propertyobligation, as nearly as possible to the condition the Damaged Property was in immediately prior to render such fire or other casualty, with such alterations as may be approved Leased Premises tenantable by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repairs within a reasonable period of time, not to exceed one hundred eighty (180) days following therefrom. If the completion Leased Premises are not rendered tenantable within said time, it shall be optional with either party to this Lease to cancel this Lease, and in the event of such repair and restoration of cancellation the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender Rent shall be satisfied paid only to the date of such cancellation. The cancellation herein mentioned shall be evidenced in writing. During any time that the repair and restoration of the Damaged Property will be completed on or before the earlier Leased Premises are untenantable due to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty causes set forth in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, Rent or a just and fair proportion thereof shall be disbursed by Lender toabated. Notwithstanding the foregoing, if the cause of such damage, destruction or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and injury to the full extent required Leased Premises originates from the Leased Premises or occurs by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance reason of any nature whatsoever on act, omission or negligence of Tenant or any employee, agent, licensee, patron or invitee of Tenant, (“Tenant Damage”) Tenant shall not have the Damaged Property arising out right to cancel this Lease and no abatement of the repair and restoration of the Damaged Property which have not either been fully bonded Rent shall occur. As to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawssuch Tenant Damage, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Landlord shall have the use right, but not the obligation, to render the Leased Premises tenantable. If Landlord elects to repair said Tenant Damage and render the Leased Premises tenantable, all insurance proceeds available shall be paid to Landlord and the balance of the cost of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, repairs shall be paid by BorrowerTenant when due as Additional Rent. In no event If Landlord elects not to repair such Tenant Damage, Tenant shall Lender make such repairs pursuant to Paragraph 17 and shall be obligated entitled to make disbursements of the Net Proceeds any insurance proceeds received in excess of an amount equal respect to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,cost thereof.

Damage or Destruction. If any Property shall be In the event the Premises or the Building are damaged or destroyed, in whole or in part, by fire or other property hazard or insured casualty, Borrower and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall give prompt notice thereof be repaired by and at the expense of Landlord to Lender and one hundred (100%) percent the extent of such insurance proceeds available therefor, provided such repairs can, in Landlord’s sole opinion, be completed within 180 calendar days after the occurrence of such damage, without the payment of overtime or other premiums. Until such repairs are completed, the Rent shall be abated in proportion to the part of the net amount Premises which is unusable by Tenant in the conduct of all insurance proceeds received by Lender its business; provided, however, if the damage is due to the negligence or Borrower as a result willful act or omission of Tenant or its employees, agents, or invitees, there shall be no abatement of Rent. If repairs cannot, in Landlord’s sole but reasonable opinion, be made within said 180 calendar day period, Landlord shall notify Tenant within 45 calendar days of the date of occurrence of such damage as to whether or destruction after deduction of reasonable costs and not Landlord shall have elected to make such repairs. If Landlord elects not to make such repairs or if such repairs will require more than 180 days to complete, then either party may, by written notice to the expensesother, if any, in collecting the same, shall be applied in reduction terminate this Lease as of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result date of the occurrence of any such fire or other casualty will be covered out of damage; provided, however, Tenant shall not have the Net Proceeds or by Borrower out-of-pocket or with right to terminate this Lease if the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior damage is due to the Maturity Datenegligence or willful act or omission of Tenant or its employees, agents or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultantinvitees. If Lender fails neither party elects to respond terminate this Lease and Landlord undertakes such repairs but such repairs are not completed within such 180-day period, Tenant may, by written notice to Landlord, terminate this Lease upon written notice to Landlord delivered not later than ten (10) Business Days following a request and submissions of plans and specifications for approvaldays after such 180-day period, such plans and specification which termination notice shall be deemed approved effective unless Landlord completes such repairs within 15 calendar days of its receipt of Tenant’s notice. If insurance proceeds are insufficient or unavailable to repair the damage, Landlord may, at its sole option, terminate this Lease by Lender. Upon written notice to Tenant given not more than 45 days after the occurrence of an Event the damage. Except as provided in this Paragraph 11, there shall be no abatement of DefaultRent and no liability of Landlord by reason of any injury, Lender shall have inconvenience, temporary limitation of access or interference to or with Tenant’s business or property arising from the use making of such plan and specifications and all permitsany necessary repairs, licenses and approvals required or obtained any alterations or improvements in connection with the repair and restoration or to any portion of the Damaged Property. The identity of Building or the contractorsPremises, subcontractors or in or to fixtures, appurtenances, and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred equipment therein necessitated by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,such damage.

Damage or Destruction. If any Property shall be the Premises are partially damaged or destroyeddestroyed by any casualty insured against under any insurance policy maintained by Landlord, in whole or in partLandlord shall, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent on receipt of the net amount insurance proceeds, repair the Premises to substantially the condition in which the Premises were immediately prior to such damage or destruction. Landlord’s obligation under the preceding sentence shall not exceed the lesser of all insurance the cost of the standard improvements installed by Landlord in the Premises in accordance with the attached Exhibit C, or the proceeds received by Lender or Borrower as a result Landlord from any insurance policy maintained by Landlord. Until such repair is complete, the Basic Monthly Rent and Tenant’s Share of Operating Expenses shall be abated proportionately commencing on the date of such damage or destruction after deduction as to that portion of reasonable costs and the expensesPremises rendered untenantable, if any. If (a) by reason of such occurrence the Premises are rendered wholly untenantable, in collecting (b) the samePremises are damaged as a result of a risk not covered by insurance, shall be applied in reduction of (c) the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Premises are damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with part during the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same last twelve (hereinafter referred to as the "NET PROCEEDS"12) available for the repair and restoration months of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration Term existing as of the Damaged Property, as nearly as possible to the condition the Damaged Property was in date immediately prior to such fire damage or other casualtydestruction, with (d) the Premises or the Building (whether or not the Premises are damaged) is damaged to the extent of twenty-five percent (25%) or more of the then-replacement value of either or to the extent that it would take, in Landlord’s opinion, in excess of ninety (90) days to complete the requisite repairs, or (e) insurance proceeds adequate to repair the Property are not available to Landlord for any reason, Landlord may either elect to repair the damage or cancel this Lease by written notice of cancellation within thirty (30) days after such alterations as may be approved by Lenderevent, so long at Landlord terminates leases in the Building covering an aggregate of at least seventy-five percent (75%) of the leased area of the Building, and on such notice, Tenant shall vacate and surrender the Premises to Landlord as soon as reasonably practicable, but in no event later than thirty (30) calendar days after Tenant receives such notice from Landlord. If Landlord elects to repair any such damage, any abatement of Basic Monthly Rent and Tenant’s Share of Operating Expenses shall diligently pursue end on a factually correct notice given by Landlord to Tenant that the same to satisfactory completionPremises have been repaired. If the damage is caused by the negligence of Tenant or Tenant’s Occupants, (iii) Lender Basic Monthly Rent shall be satisfied that any operating deficits which will be incurred with respect not axxxx, except to the Damaged Property as a result extent of rental income insurance proceeds relating to this Lease actually received by Landlord, or which would have been received by Landlord, had Landlord carried the occurrence rental income insurance required to be carried by Landlord pursuant to Paragraph 12. Landlord shall exercise good faith, commercially reasonable efforts to collect such insurance proceeds. Except for abatement of any such fire or other casualty will be covered out Basic Monthly Rent and Tenant’s Share of the Net Proceeds or by Borrower out-of-pocket or with the proceedsOperating Expenses, if any, Tenant shall have no claim against Landlord for any loss suffered by reason of business interruption any such damage, destruction, repair or rental interruption insurancerestoration unless such loss is caused by the willful misconduct or gross negligence of Landlord or Landlord’s employees (but subject to the waiver of subrogation provisions set forth in Paragraph 12), (iv) Lender nor may Tenant terminate this Lease as the result of any statutory provision in effect on or after the date of this Lease pertaining to the damage and destruction of the Premises or the Building. The proceeds of all insurance carried by Tenant on Tenant’s furnishings, trade fixtures, equipment and other personal property shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following held in trust by Tenant for the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion purpose of the repair and restoration replacement of the Damaged Property in accordance with the provisions of this paragraphsame. The Net Proceeds Landlord shall not be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender required to repair any damage to, or as directed byto make any restoration or replacement of, Borrower from time any furnishings, trade fixtures, equipment and other personal property installed in the Premises by Tenant. Unless this Lease is terminated by Landlord pursuant to time during this Paragraph, Tenant shall be required to restore or replace such furnishings, trade fixtures, equipment and other personal property on damage or destruction in at least a condition equal to that existing prior to such event. If the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except Premises are damaged to the extent that they are it would take, according to be paid for out Landlord’s reasonable estimate, in excess of six (6) months (or three (3) months if such damage occurs within the last twelve (12) months of the requested disbursementTerm) in connection with to complete the repair requisite repairs, and restoration at least fifty percent (50%) of the Damaged Property have been paid Premises would be untenantable for in fullsuch six (6) month (or three (3) month) period, and (ii) there exist no Tenant may elect to cancel this Lease by written notice of pendency, stop order, notice of intention cancellation given by Tenant to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond Landlord within ten (10) Business Days following business days after Landlord provides to Tenant a request and submissions written estimate of plans and specifications for approval, such plans and specification the time required to complete the requisite repairs (which notice shall be deemed approved given by Lender. Upon Landlord to Tenant as soon as reasonably possible, but in no event later than thirty (30) calendar days after the occurrence of an Event such damage), and on such notice, Tenant shall vacate and surrender the Premises to Landlord in accordance with the applicable provisions of Defaultthis Lease. Unless this Lease is cancelled in accordance with this Pxxxxxxxx 00, Lender Xxxxxxxx shall have commence such repairs within a commercially reasonable period of time after the use occurrence of such plan damage, and specifications shall thereafter diligently prosecute such repairs to completion in a commercially reasonable, good and all permitsworkmanlike manner, licenses and approvals required or obtained in connection with notwithstanding the repair and restoration fact that Landlord’s receipt of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, insurance proceeds may be delayed (as well as the contracts under which they have been engaged, shall be identified opposed to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,being unavailable).

Damage or Destruction. (a) If any Property (i) the Premises Site shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred the extent of more than twenty-five percent (10025%) percent of the net amount cost of all insurance proceeds received by Lender replacement thereof, respectively, or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration proceeds of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire Landlord’s insurance recovered or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property recoverable as a result of the occurrence damage shall be insufficient to pay fully for the cost of any such fire or other casualty will be covered out replacement of the Net Proceeds Premises and the Building in which they are located and Tenant is unwilling to make up such insufficiency, or (iii) the Premises or said Building shall be damaged as a result of a risk which is not covered by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption Landlord’s insurance, or (iv) Lender the Premises shall be satisfied thatdamaged in whole or in any part during the last one (1) year of the Lease term or of any renewal term hereof or (v) the Building of which the Premises are a part shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof, whether or not the Premises shall be damaged; then in any such event Landlord, in its sole discretion, may terminate this Lease by notice given within a reasonable period sixty (60) days after such event and upon the date specified in such notice, which shall not be less than thirty (30) days nor more than sixty (60) days after the giving of timesaid notice, this Lease shall terminate and come to an end, and Tenant shall vacate and surrender the Premises to Landlord. If this Lease shall not to exceed be canceled and if the repair or restoration shall take one hundred eighty (180) days following or more, Landlord shall notify Tenant within sixty (60) days from the damage or destruction and Tenant shall have twenty (20) days from receipt of said notification to terminate this Lease by delivering written notice to Landlord within said twenty (20) day period. Following the casualty an equitable abatement of the rent and additional charges shall be allowed based upon the extent to which Tenant’s use of the Premises is diminished from the date when the damage occurred until completion of such the repairs or rebuilding or, in the event Landlord or Tenant elects to terminate this Lease, until said date of termination. Notwithstanding the foregoing, Landlord shall not have the right to terminate the Lease if the damage to the Building is (a) due to a risk required to be insured against under Section 13(d) of the Lease or (b) relatively minor (e.g., repair and or restoration would cost less than ten percent (10%) of the replacement cost of the Building). (b) If this Lease shall not be terminated as provided in Paragraph (a) above, Landlord, at Landlord’s expense, shall proceed diligently with the repair or restoration of the Damaged Property, Premises to place the gross cash flow and damaged Premises in substantially the net cash flow same condition they shall be in upon delivery of possession of the Damaged Property will be restored Premises to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. 19.01. If the Building or the Premises or any of the Building systems servicing the Premises shall be partially or totally damaged or destroyed by fire or other casualty or if as a result of any fire or casualty, access to the Premises or the Building is denied or unreasonably interfered with (and if this Lease shall not be terminated as in this Article 19 hereinafter provided), (a) Landlord shall, at Landlord’s expense, diligently repair the damage to and restore and rebuild the Building and the Premises (excluding Tenant’s Alterations, including without limitation for these purposes, any alterations or improvements by the Tenant first named herein and/or its affiliates under prior leases with respect to the Premises, Specialty Alterations, and all improvements and betterments and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with reasonable dispatch after notice to it of the damage or destruction, to substantially the condition which existed immediately prior thereto, and (b) Tenant shall, at Tenant’s expense, repair the damage to and restore and repair Tenant’s Alterations (including without limitation for these purposes, any alterations or improvements by the Tenant first named herein and/or its affiliates under prior leases with respect to the Premises, Specialty Alterations and all improvements and betterments, and the property which is deemed Tenant’s Property pursuant to Section 12.02 hereof) with reasonable dispatch after such damage or destruction. Such work by Tenant shall be deemed Alterations for the purposes of Article 11 hereof. The proceeds of policies providing coverage for Tenant’s Alterations, improvements and betterments that were obtained by Tenant at Tenant’s expense in accordance with Section 9.03 hereof, shall be paid to Tenant and the proceeds of any insurance policies obtained at Landlord’s expense (including those in effect during the last two (2) years of the term of this Lease) that cover Tenant’s Alterations, improvements or betterments shall be paid to Landlord. In the event that during the final two (2) years of the term of this Lease, notwithstanding the occurrence of an event as described in subsection 19.03(c) hereof, this Lease is not terminated by Landlord or Tenant, Landlord shall apply any proceeds received from any insurance policies covering the Tenant’s Alterations, improvements and betterments strictly for the replacement of such Alterations, improvements or betterments. 19.02. If all or part of the Premises or any of the Building systems servicing the Premises shall be damaged or destroyeddestroyed or rendered completely or partially unusable for the normal conduct of Tenant’s business on account of fire or other casualty or if as a result of any fire or casualty, access to the Premises or the Building is denied or unreasonably interfered with, the Fixed Rent and the Additional Charges under Article 3 and any charges payable pursuant to Section 15.04(c) (to the extent Tenant’s usage of the condenser water is reduced) hereof shall be abated in whole the proportion that the unusable area of the Premises bears to the total area of the Premises, for the period from the date of the damage or in partdestruction to the date that Landlord substantially completes its repair and restoration of the Premises and access thereto and the systems serving the Premises or, if Tenant has relocated its business elsewhere and is required hereunder to perform substantial work to repair and restore it improvements, betterments, etc., then to the date that is ninety (90) days after Landlord substantially completes its repair and restoration of the Premises and access thereto and the systems serving the Premises or to such earlier date on which Tenant resumes occupancy of the Premises for the conduct of its business. Should Tenant or any of its subtenants reoccupy a portion of the Premises for the conduct of its business during the period the repair work is taking place, the Fixed Rent and the Additional Charges allocable to such reoccupied portion, based upon the proportion which the area of the reoccupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy. (a) If (i) the Building shall be totally damaged or destroyed by fire or other property hazard or casualty, Borrower or if the Building shall give prompt notice thereof be so damaged or destroyed by fire or other casualty (whether or not the Premises are damaged or destroyed) that its repair or restoration requires (x) more than twelve (12) months (as estimated by a reputable contractor, registered architect or licensed professional engineer designated by Landlord from persons unaffiliated (i.e., not owned nor controlled by) with Landlord, such person being hereinafter referred to Lender and one hundred as the “Expert”) or (100y) the expenditure of more than fifty (50%) percent of the net amount full insurable value of all insurance proceeds received the Building immediately prior to the casualty and provided that, in connection with the latter case only (i.e., a termination sought by Lender Landlord on the basis described in clause (y) above) Landlord does or Borrower will, in connection therewith such casualty, terminate leases covering at least seventy-five (75%) percent of the rentable area of the Building then occupied by tenants (including Tenant) or (ii) if the Premises shall be totally or substantially (i.e., for this purpose, more than fifty (50%) percent) damaged or destroyed (as a result estimated by the Expert), then in any such case Landlord may terminate this Lease by giving Tenant notice to such effect within sixty (60) days after the date of the casualty. If such notice of termination is given, the term of this Lease shall expire thirty (30) days after date of notice. Upon termination, Tenants liability under this Lease, including, without limitation, Tenant’s liability for Fixed Rent and Additional Charges, shall cease and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be promptly refunded. (b) In the event of an occurrence as set forth in Section 19.02 hereof, ninety (90) days after damage or destruction to the Building and/or the Premises, Landlord shall deliver to Tenant a statement prepared by the Expert setting forth such Expert’s estimate (hereinafter the “Initial Estimate”) as to the time required for Landlord to perform the work (hereinafter the “Restoration Work”) it is required to perform to repair such damage to the Building and/or the Premises. If the estimated period exceeds fourteen (14) months from the date of the casualty, Tenant may elect to terminate this Lease by notice to Landlord not later than thirty (30) days following receipt of such statement. If Tenant makes such election, then, the term of this Lease shall expire upon the expiration of such thirty (30) day period after deduction notice of reasonable costs such election is given to Landlord. If Tenant elects not to terminate this Lease and if Landlord has not substantially completed the expensesRestoration Work within the fourteen (14) month period originally estimated by Landlord, if anythen Tenant shall have the further right to elect to terminate this Lease upon written notice to Landlord and such election shall be effective upon the expiration of thirty (30) days after the date of such notice. Furthermore, in collecting the sameevent of an occurrence as described in Section 19.02, and provided that following receipt of the Initial Estimate given by the Expert, Tenant shall not be permitted or shall have elected not to terminate this Lease or shall be deemed to have elected not to terminate this Lease, Tenant may, from time to time (but in no event more often than once in any sixty (60) day period) request from Landlord that Landlord deliver to Tenant updated estimates with respect to the anticipated substantial completion date of the Restoration Work or Landlord, at Landlord’s initiative, may send to Tenant such updated estimates not more often than once in any sixty (60) day period (each of such updated estimates being hereinafter called a “Revised Estimate”). If Tenant, pursuant to its request or at Landlord’s initiative, shall be applied in reduction at any time following the Initial Estimate receive a Revised Estimate as described above which shall set forth an anticipated substantial completion date for the Restoration Work that is later than all of the outstanding Principal Balance under following: (x) the Note pertaining date that is fourteen (14) months from the date of the occurrence of the casualty, (y) the date set forth by the Contractor in the Initial Estimate and (z) the date or dates for the substantial completion of the Restoration Work heretofore estimated and set forth in any Revised Estimate that Tenant shall have received to date (such a Revised Estimate being hereinafter called a “Materially Revised Estimate”), then Tenant shall have a further right to terminate this Lease upon written notice to Landlord given no later than thirty (30) days following Tenant’s receipt of such a Materially Revised Estimate and such election shall be effective thirty (30) days following the Damaged Propertydate Landlord receives such notice. The fact that Tenant shall not have exercised its right of termination as herein described with respect to any Materially Revised Estimate previously received by Tenant, shall not preclude Tenant from exercising such right on a future date in connection with any subsequent Materially Revised Estimate Tenant shall receive. Notwithstanding anything to the contrary contained herein, in no event shall any Materially Revised Estimate sent to Tenant at Landlord’s own initiative which shall set forth abovea substantial completion date for the Restoration Work that is later than both the Initial Estimate and any other date previously received by Tenant in any Revised Estimate, have the effect of delaying Tenant’s ability to terminate this Lease, unless Landlord shall include, together with the Materially Revised Estimate, a notice referring to this subsection 19.03(b) and advising Tenant of the consequences to Tenant if Tenant shall fail to exercise the termination right to which Tenant is then entitled during the thirty (30) day period in effect following Tenant’s receipt of such Materially Revised Estimate. If, notwithstanding any of the foregoing, Tenant shall not have elected to terminate this Lease in connection with its receipt of a particular Property (a "DAMAGED PROPERTY") shall be damaged Materially Revised Estimate or destroyed, in whole or in part, by fire or other casualty, Lender if Tenant shall, in accordance with the provisions of this Section hereinafter set forthfact, make the net amount of all insurance proceeds not have received by Lender pursuant to the provisions of this Agreement as a result of any such damage or destruction after deduction of its reasonable costs and expensesMaterially Revised Estimate, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Tenant shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence further right to terminate this Lease if the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved Restoration Work is not substantially completed by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of date (wherein the “Outside Date”) ninety (90) days prior to that is the Maturity Date, or later of: (x) the date on which set forth in the business interruption insurance covered by such Borrower shall expire, Initial Estimate or (viy) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and latest date set forth for the other Loan Documents will continue to be complied with during and subsequent to the substantial completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty Restoration Work in form and substance satisfactory to Lender pursuant any Revised Estimate received by Tenant prior to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free substantial completion of the repair and restoration Restoration Work; provided such date is at least fourteen (14) months following the date of the Damaged Property casualty. Tenant’s termination right as described in accordance with the provisions previous sentence shall be exercised by Tenant’s giving to Landlord a written notice to such effect within the thirty (30) day period following the Outside Date and such termination shall be effective as of the expiration of such 30 day period following the Outside Date. (c) In the event the Premises shall be totally or substantially (i.e., for this purpose, more than thirty (30%) percent) damaged or destroyed (as estimated by the Expert) during the last two (2) years of the term of this paragraph. The Net Proceeds shall be held by Lender Lease, then, notwithstanding anything contained in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and Lease to the full extent required contrary, either Landlord or Tenant may elect to terminate this Lease by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title notice given to the Damaged Property other party to such effect within thirty (30) days following such casualty and, in form satisfactory either instance, Tenant shall not be entitled to Lender any insurance proceeds under Landlord’s policies covering Tenant’s Alterations, improvements and issued by betterments. (d) Upon the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance effective date of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded termination notice given by Tenant pursuant to the satisfaction of Lender and discharged of record subsection 19.03(b) or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws19.03(c) above, rules and regulations (Tenant’s liability under this Lease, including, without limitation, all applicable Environmental RequirementsTenant’s liability for Fixed Rent and Additional Charges, shall cease and any prepaid portions of Fixed Rent and Additional Charges for any period after such effective date shall be promptly refunded, and Tenant shall vacate the Premises and surrender same to Landlord in the manner set forth in Article 21 hereof. 19.04. Except as set forth above in subsection 19.03(b) and 19.03(c), Tenant shall not be entitled to terminate this Lease and all plans and specifications required in connection with the Landlord shall have no liability to Tenant for inconvenience, loss of business or annoyance arising from any repair and or restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration any portion of the Damaged Property. The identity Premises or of the contractors, subcontractors Building pursuant to this Article 19. Landlord shall make such repair or restoration reasonably promptly and materialmen engaged in the repair such manner as not unreasonably to interfere with Tenant’s use and restoration occupancy of the Damaged PropertyPremises, as well as but Landlord shall not be required to do such repair or restoration work on an overtime or premium pay basis except under the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred circumstances contemplated by Lender in connection with making the Net Proceeds available for the repair and restoration clause (ii) of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,subsection 13.01(b) hereof.

Damage or Destruction. If 18.1 Except as expressly set forth in this Section 18, and subject to the terms and conditions of the existing Mortgage or any Property subsequent Mortgage as authorized by Section 21, if after the Commencement Date and prior to the end of the Lease Term, the Leased Property, or any improvements or additions to the Facility shall be destroyed or damaged or destroyed, in whole or in part, part by fire or other property hazard hazard, risk, contingency or casualty, Borrower whether or not covered by insurance, or after partial condemnation not resulting in termination of this Lease, the Tenant shall give prompt to the Landlord immediate notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs thereof, and the expensesTenant shall, if anyto the extent that funds for such purpose are available from insurance proceeds, in collecting and funds provided by Landlord, promptly repair, replace and rebuild the same, shall be applied in reduction at least to the extent of the outstanding Principal Balance value, quality, condition and class equal to the buildings and improvements thereon existing immediately prior to such occurrence (as nearly as reasonably possible under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"circumstances) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDSrestoration"), all in accordance with Section 20 hereof. If Tenant shall not commence such work within thirty (30) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of days after the occurrence of any such fire damage, or other casualty will be covered out shall not complete said work within a commercially reasonable time after commencement of such work, Landlord may, upon written notice to Tenant, take responsibility for restoration. Except as hereafter expressly set forth, a partial or total destruction shall not annul or void this Lease except by the mutual written agreement of the Net Proceeds or by Borrower out-of-pocket or with the proceedsparties, if any, of business interruption or rental interruption insurance, (iv) Lender and there shall be satisfied that, within a reasonable period no abatement or reduction of time, not rent. The Tenant warrants to exceed one hundred eighty (180) days following the completion of such repair and restoration of Landlord that the Damaged Property, the gross cash flow and the net cash flow of the Damaged Leased Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on repaired or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property replaced in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, then existing laws and until disbursed in accordance with regulations affecting the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Leased Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all any requirements of any federal, state or local licensing authorities. 18.2 In the event of any damage or destruction as hereinabove referred to, any insurance money received by or paid to the Landlord or the Tenant or the Mortgagee under the Mortgage (to the extent allowable under the Mortgage) upon the Leased Premises by reason thereof shall be applied to such costs of repairing, restoration or rebuilding as herein provided for and required pursuant to Section 20.1 hereof. In the event the Tenant's insurance applicable Environmental Requirementsthereto has a deductible provision, the Tenant be responsible for payment of the deductible as may be required for such repair, restoration or rebuilding. 18.3 The parties acknowledge that the Mortgagee(s) under the Mortgage(s) may have the right pursuant to the Mortgage(s) to apply any insurance proceeds to the reduction of the indebtedness under the note(s) secured by the Mortgage(s). In the event of any damage or destruction to the Facility, and all plans and specifications required in connection with if the repair and restoration Mortgagee(s) or holder(s) of said note (s) uses the proceeds of insurance resulting therefrom to reduce the indebtedness of the Damaged Property shall be subject note(s) or otherwise withholds such proceeds from Tenant, and if Landlord does not, within thirty (30) days after receipt of notice of such destruction and such withholding, offer to review provide funds sufficient to effect necessary repairs, restoration or rebuilding, and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond provide such funds within ten (10) Business Days following a request and submissions of plans and specifications for approvalcommercially reasonable time thereafter, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Tenant shall have the use of such plan and specifications and all permitsoption, licenses and approvals required or obtained in connection with the repair and restoration if less than twenty-five percent (25%) of the Damaged Property. The identity Resident Capacity of the contractorsFacility has been rendered unusable, subcontractors and materialmen engaged in to continue to occupy the repair and restoration Leased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or, if insufficient funds are available to Tenant for repair, to terminate this Lease; or if more than twenty-five percent (25%) of the Damaged PropertyResident Capacity of the Facility has been rendered unusable, as well as either to continue to occupy the contracts under which they have been engagedLeased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or to terminate this Lease. In the event that insurance proceeds are paid to the Mortgagee, Tenant shall not be identified required to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds commence repairs prior to receiving notice from Landlord that funds will be made available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred repairs either from time to time for work in place as part of the repair and restoration of the Damaged Property,such proceeds or from Landlord.

Damage or Destruction. 18.1 If any Property shall be the Premises or the Building are totally or partially damaged or destroyed, thereby rendering the Premises totally or partially inaccessible or unusable, then Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in whole prior to such damage or destruction; provided, however, that if in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender Landlord’s reasonable judgment such repair and restoration cannot be completed within one hundred eighty (100%180) percent days after the adjustment of the net amount loss in connection with such damage or destruction, then Landlord shall have the right, at its sole option, to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. 18.2 If Landlord determines, in its reasonable judgment, that the repairs and restoration cannot be substantially completed within one hundred eighty (180) days after the date of adjustment of the loss in connection with such damage or destruction, Landlord shall promptly notify Tenant of such determination. For a period of thirty (30) days after receipt of such determination, Tenant shall have the right to terminate this Lease by providing written notice to Landlord. If Tenant does not elect to terminate this Lease within such thirty (30) day period, and provided that Landlord has not elected to terminate this Lease, Landlord shall proceed to repair and restore the Premises and the Building. Notwithstanding the foregoing, Tenant shall not have the right to terminate this Lease if the act or omission of Tenant or any of its Invitees shall have caused the damage or destruction. 18.3 If this Lease is terminated pursuant to Section 18.1 or 18.2 above, then all insurance proceeds received by Lender rent shall be apportioned (based on the portion of the Premises which is usable after such damage or Borrower destruction) and paid to the date of termination. If this Lease is not terminated as a result of such damage or destruction after deduction of reasonable costs and the expensesdestruction, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of then until such repair and restoration of the Damaged PropertyPremises are substantially complete, Tenant shall be required to pay the gross cash flow Base Rent and additional rent only for the net cash flow portion of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied Premises that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of is usable while such repair and restoration are being made. Landlord shall bear the expenses of repairing and (vii) Borrower restoring the Premises and ARC IV the Building; provided, however, that Landlord shall execute not be required to repair or restore any Alteration previously made by Tenant or any of Tenant’s trade fixtures, furnishings, equipment or personal property; and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant provided further that if such damage or destruction was caused by the act or omission of Tenant or any Invitee, then Tenant shall pay the amount by which such expenses exceed the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction. 18.4 Notwithstanding anything herein to the provisions of which Borrower contrary, Landlord shall not be obligated to restore the Premises or the Building and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use right to terminate this Lease if (a) the holder of any Mortgage fails or refuses to make insurance proceeds available for such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration restoration, (b) zoning or other applicable laws or regulations do not permit such repair and restoration, or (c) the cost of repairing and restoring the Building would exceed fifty percent (50%) of the Damaged Property. The identity replacement value of the contractorsBuilding, subcontractors and materialmen engaged whether or not the Premises are damaged or destroyed, provided the leases of all other tenants in the repair and restoration Building are similarly terminated. 18.5 Notwithstanding the foregoing Sections of the Damaged Propertythis Article 18, as well as the contracts under which they have been engaged, Landlord shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender not be obligated to make disbursements of restore the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as Tenant Work which was a part of the repair and work required to be performed under Exhibit D attached hereto. Rather, the restoration of such Tenant Work shall be the Damaged Property,sole expense and responsibility of Tenant.

Damage or Destruction. If any SECTION 16.01. In case of casualty to the Property shall be damaged resulting in damage or destroyeddestruction, in whole or in part, by fire or other property hazard or casualty, Borrower shall Tenant will promptly give prompt written notice thereof to Lender Landlord. Tenant, at its sole cost and one hundred (100%) percent of expense, whether or not such casualty loss is covered by insurance and whether or not the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expensesproceeds, if any, in collecting shall be sufficient for the samepurpose, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth aboverestore, if a particular Property (a "DAMAGED PROPERTY") shall be damaged repair, replace, or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting rebuild the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in its value, condition, and character immediately prior to such damage or destruction. SECTION 16.02. No destruction of or damage to the Property or any part thereof by fire or any other casualty, with irrespective of whether such alterations as destruction or damage may be approved by Lenderoccur before, as soon as reasonably practicableon, or after the date of the commencement of the term of this Lease, shall permit Tenant to surrender this Lease or shall relieve Tenant from its liability to pay the full net rent and other charges payable under this Lease, and Tenant waives any rights now or hereafter conferred upon it, by statute or otherwise, to quit or surrender this Lease or the demised Property or any part thereof, or to any suspension, diminution, abatement, or reduction of net rent on account of such destruction or damage. Notwithstanding the foregoing, in the event that the Property or a significant portion thereof (exclusive of buildings and other improvements thereon) are materially damaged or destroyed by a natural disaster or other casualty (other than fire) such that they cannot economically or feasibly be used by Tenant in the conduct or operation of its business, irrespective of whether such damage or destruction may occur before, on, or after the date of the commencement of the term of this Lease, Tenant may at its option terminate this Lease upon thirty (30) days prior written notice to Landlord given with fifteen (15) days of such damage or destruction. Upon such termination, neither party shall diligently pursue have any further obligation to the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred other except with respect to accrued but unpaid liabilities under the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior Lease to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,termination.

Damage or Destruction. If any SECTION 16.01. In case of casualty to the Property shall be damaged resulting in damage or destroyeddestruction, in whole or in part, by fire or other property hazard or casualty, Borrower shall Tenant will promptly give prompt written notice thereof to Lender Landlord. Tenant, at its sole cost and one hundred (100%) percent of expense, whether or not such casualty loss is covered by insurance and whether or not the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expensesproceeds, if any, in collecting shall be sufficient for the samepurpose, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth aboverestore, if a particular Property (a "DAMAGED PROPERTY") shall be damaged repair replace or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting rebuild the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the its value, condition the Damaged Property was in and character immediately prior to such damage or destruction. SECTION 16.02. No destruction of or damage to the Property or any part thereof by fire or any other casualty, with irrespective of whether such alterations as destruction or damage may be approved by Lenderoccur before, as soon as reasonably practicableon or after the date of the commencement of the term of this Lease, shall permit Tenant to surrender this Lease or shall relieve Tenant from its liability to pay the full net rent and other charges payable under this Lease, and Tenant waives any rights now or hereafter conferred upon it by statute or otherwise to quit or surrender this Lease or the demised Property or any part thereof, or to any suspension, diminution, abatement or reduction of net rent on account of such destruction or damage. Notwithstanding the foregoing, in the event that the Property or a significant portion thereof (exclusive of buildings and other improvements thereon) are materially damaged or destroyed by a natural disaster or other casualty (other than fire) such that they cannot economically or feasibly be used by Tenant in the conduct or operation of its business, irrespective of whether such damage or destruction may occur before, or after the date of the commencement of the term of his Lease, Tenant may at its option terminate this Lease upon thirty (30) days prior written notice to Landlord given with fifteen (15) days of such damage or destruction. Upon such termination, neither party shall diligently pursue have any further obligation to the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred other except with respect to accrued but unpaid liabilities under the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior Lease to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,termination.

Damage or Destruction. If any A. Total. In the event that the whole or a substantial part of the Leased Property shall be is damaged or destroyeddestroyed by fire, act of nature, or any other cause, so as to make COMPANY unable to continue the operation of its business, IAMSA shall, within fifteen (15) days from such destruction, determine whether the Leased Property can be restored within six (6) months. If IAMSA determines that the Leased Property cannot be restored within six (6) months, either IAMSA or COMPANY shall have the right and option to immediately terminate this Lease Agreement, by advising the other thereof by written notice. If this Lease Agreement is not terminated as provided in the preceding sentence, IAMSA shall proceed diligently to reconstruct the Leased Property, in whole or that event the IAMSA will accept in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent lieu of the net amount rent during this period the rental insurance or bond acquired by the COMPANY. During the period of all reconstruction the COMPANY will not be obliged to pay the rent. In the event that the Leased Property is not reconstructed within six months after the date of destruction, then IAMSA will have a cure period of thirty days to finish the restoration of the Improvements of IAMSA, such cure period beginning on the last day of such six month period. Upon IAMSA’s failure to deliver the restored premises and Improvements prior to the expiration of such thirty (30) day cure period, COMPANY will have the right to terminate this Lease Agreement by the delivery of written notice to IAMSA, or COMPANY may elect to accept one day of free rent for each day of delay of the delivery of the Leased Property from and after the end of the sixth month (in addition to the abatement of rent during the period of restoration by IAMSA as provided above). COMPANY’s right to terminate this Agreement will be subject to the COMPANY forwarding to IAMSA any insurance proceeds received paid to COMPANY for the loss of Improvements constructed by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallLESSOR, in accordance with the provisions Insurance that the COMPANY is obliged to acquire under Section VII of this Section hereinafter set forthAgreement. In the event total damage occurs and the reconstruction of the premises commences, make IAMSA will exercise its best efforts to re-locate COMPANY to another IAMSA property that is acceptable to COMPANY and suitable for COMPANY’s operations, subject to availability, only for the net amount of all insurance proceeds received by Lender pursuant reconstruction period, in order to help COMPANY with its continuing operations at no charge during such reconstruction. B. Partial. In the event the said damages caused to the provisions Leased Property does not prevent COMPANY from continuing the normal operation of this Agreement as a result its business on the Leased Property, IAMSA and COMPANY shall repair said damage, each party reconstructing that portion of the improvements that it initially installed; provided that during the period required for such repair work, the rent payable hereunder by COMPANY shall be equitably abated for the interference with COMPANY’s use and possession of the Leased Property caused by such damage and repairs. Further, COMPANY shall not be required to pay IAMSA any rent or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Propertyother charges due under this Lease Agreement that are funded by proceeds from rental loss insurance carried by COMPANY, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible such rental loss proceeds are paid to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,COMPANY.

Damage or Destruction. If FirstWorld shall promptly give Irvine notice of any Property damage or loss to the Irvine Networks. Except as may result from a decrease in Adjusted Gross Revenue, there shall be damaged no abatement or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent reduction of the net amount of all insurance proceeds received by Lender or Borrower as a result rent on account of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining loss. Except to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions extent of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction loss caused by the sole active negligence or willful misconduct of Irvine, its reasonable costs and expensesemployees, if anyagents or contractors, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by LenderFirstWorld shall, as soon as reasonably practicable, restore the damage to the Irvine Networks as well as any damage to the Conduit as nearly as may be practicable to its condition, quality, and class immediately prior to such damage or loss, with such changes or alterations to the Irvine Networks as FirstWorld may request that are approved by Irvine, which approval shall diligently pursue not be unreasonably withheld, conditioned or delayed. If the damage or loss occurs within the last three (3) years of the Term of this Agreement and the cost reasonably estimated to repair the same to satisfactory completion, exceeds ten (iii10) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result percent of the occurrence average of the two prior years Adjusted Gross Revenue, and such damage or loss was not caused by FirstWorld's sole active negligence, then FirstWorld may terminate this Agreement by notice given in writing to Irvine on or before sixty (60) days following the event causing the damage accompanied by the consent to such termination of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsLender, if any, of business interruption or rental interruption insurance, which notice shall specify a termination date not less than sixty (iv60) Lender shall be satisfied that, within a reasonable period of time, not to exceed days nor more than one hundred eighty (180) days following the completion of event causing the damage. Notwithstanding the foregoing, pending any such repair and restoration of the Damaged Propertytermination, the gross cash flow and the net cash flow of the Damaged Property will be restored FirstWorld shall use its reasonable efforts to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior perform repairs to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied Irvine Networks so that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue FirstWorld can provide basic broadband fiber optic telecommunications service to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanicFirstWorld's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or Customers in the alternative fully insured over Spectrum and any Additional Areas then added to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Agreement.

Damage or Destruction. A. If any Property the premises shall be partially damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shalland in Lessor’s opinion (which shall be given within ten (10) days after the occurrence of such fire or other casualty or if, in accordance good faith, such opinion cannot be made within ten (10) days then within a reasonable amount of time not to exceed twenty (20) days), the damage can be repaired within ninety (90) days, excluding the time required to obtain permits, then the damage shall be repaired by and at the expense of Lessor, this Lease shall continue in effect, and all forms of rent due hereunder shall xxxxx in proportion to the portion of the premises deemed by both parties to be unusable by Lessee, commencing with the provisions date of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty. If in Lessor’s opinion, with the damage cannot be repaired within such alterations as may be approved by Lenderninety (90) days, as soon as reasonably practicablethen Lessor shall provide written notice to Lessee of Lessor’s opinion, and Lessee may at its option, terminate this Lease within ten (10) days thereof. If Lessee elects not to terminate this Lease, Lessor may, at its option, either terminate this lease or repair such damage within a reasonable time and, in such event, this lease shall diligently pursue continue in effect and the same to satisfactory completion, (iii) Lender rent shall xxxxx as aforesaid. Lessor’s election shall be satisfied that any operating deficits evidenced by written notice given to lessee. B. If the premises shall be totally damaged by fire or other casualty and in Lessor’s opinion (which will shall be incurred with respect to the Damaged Property as a result of given within ten (10) days after the occurrence of any such fire or other casualty will or if, in good faith, such opinion cannot be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, made within ten (iv10) Lender shall be satisfied that, days then within a reasonable period amount of time, not to exceed one hundred eighty twenty (18020) days following the completion of days), repair or restoration is economically justified and such repair and or restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will can be completed on or before the earlier to occur of (w) within ninety (90) days prior days, excluding the time required to obtain permits, then the Maturity Datepremises shall be restored by and at the expense of Lessor, or (x) with all forms of rent abating in toto, commencing with the date of such fire or other casualty. If Lessor shall decide not to restore the premises, then Lessor shall give written notice to Lessee of such decision, the term of this Lease shall automatically expire on the third (3rd) day after such notice is given, and all forms of rent due hereunder shall xxxxx in toto, commencing with the date of such fire or other casualty. C. If the premises are damaged as a result of a wrongful or negligent act of Lessee or any of its guests, invitees, customers or agents on the premises with Lessee’s express or implied consent, then there shall be no abatement of rent, regardless of the period for which the business interruption insurance covered by premises are unusable, and any such Borrower shall expire, (vi) Lender damage shall be satisfied that all of the terms, covenants repaired promptly at Lessee’s sole cost and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property expense in accordance with Paragraph 11 hereof. In no event shall Lessor be liable to Lessee for any delay in restoring the premises. Lessor shall not be responsible for any damage to or destruction of Lessee’s interior tenant improvements, movable trade fixtures, display devices, supplies, equipment or similar tangible personal property. D. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty to the extent that such insurance is in force and collectible and to the extent permitted by law. Lessor and Lessee hereby release and waive all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. However, the foregoing release and waiver shall be in force only if both releasor’s insurance policies contain a clause providing that such a release or waiver shall not invalidate such insurance. Lessee hereby expressly agrees that the foregoing provisions shall govern and control in lieu of any law contrary to the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. (a) If the Premises, the Building or the Common Areas are damaged by any Property peril after the Effective Term Commencement Date, Landlord shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting restore the same, shall be applied in reduction of as and when required by this paragraph, unless this Lease as terminated by Landlord pursuant to Paragraph 21(c) or by Tenant pursuant to Paragraph 21(d). If this Lease is not so terminated, then upon the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount issuance of all insurance proceeds received by Lender pursuant necessary governmental permits, Landlord shall commence and diligently prosecute to completion the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged PropertyPremises, provided that (i) no default the Building or the Common Areas, as the case may be, to the extent then allowed by law, to substantially the same condition in which it existed as of the Term Commencement Date. Landlord's obligation to restore shall be limited to the improvements constructed by Landlord. Landlord shall have occurred and shall be continuing under no obligation to restore any improvements made by Tenant to the Loan DocumentsPremises or any of Tenant's personal property, (ii) Borrower shall commence the repair and restoration inventory or trade fixtures. Upon completion of the Damaged Propertyrestoration by Landlord, Tenant shall forthwith replace or fully repair all of Tenant's personal property, inventory, trade fixtures and other improvements constructed by Tenant to like or similar conditions as nearly as possible to existed at the condition the Damaged Property was in time immediately prior to such damage or destruction. (b) All insurance proceeds available from the fire and property damage insurance carried by Landlord shall be paid to and become the property of Landlord. If this Lease is terminated pursuant to either Paragraph 21(c) or other casualty21(d), with such alterations as may all insurance proceeds available from insurance carried by Tenant which cover loss of property that is Landlord's property or would become Landlord's property on termination of this Lease shall be approved by Lender, as soon as reasonably practicablepaid to and become the property of Landlord, and shall diligently pursue the same to satisfactory completion, (iii) Lender remainder of such proceeds shall be satisfied paid to and become the property of Tenant. If this Lease is not terminated pursuant to either Paragraph 21(c) or 21(d), all insurance proceeds available from insurance carried by Tenant which cover loss to property that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender is Landlord's property shall be satisfied that, within a reasonable period paid to and become the property of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements)Landlord, and all plans and specifications required in connection with proceeds available from such insurance which cover loss to property which would only become the repair and restoration property of Landlord upon the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions termination of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, this Lease shall be paid by Borrowerto and remain the property of Tenant. In no event The determination of Landlord's property and Tenant's property shall Lender be obligated made pursuant to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Paragraph 14(b).

Damage or Destruction. If any Property In the event of a fire or other casualty in the Premises, Tenant shall be damaged immediately give Landlord notice thereof. Except as provided to the contrary in Section 7.02 below, Landlord and Tenant agree that if the Premises are partially or destroyed, in whole or in part, totally destroyed by fire or other property hazard casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease, then the Landlord may, at its option, repair and restore the Premises, or casualty, Borrower shall give prompt notice thereof Landlord may terminate this Lease without liability to Lender and one hundred (100%) percent of Tenant. In the net amount of all insurance proceeds received by Lender or Borrower event that Landlord does not elect to terminate this Lease as a result of such damage or destruction after deduction of reasonable costs and the expensesdestruction, if anythen Landlord, in collecting the sameat its expense, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of restore the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, Premises as soon as reasonably practicable, and shall diligently pursue practicable to substantially the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect condition as the Premises were immediately prior to the Damaged Property as a result fire or casualty. Notwithstanding any of the occurrence of any such fire foregoing provisions to the contrary, in the event the Premises or other casualty will the Building are destroyed or damaged to the extent that repairs to be covered out of made by Landlord in order to restore the Net Proceeds Premises or the Building to their original character and condition, as estimated by Borrower out-of-pocket or with the proceedsa responsible contractor selected by Landlord, if any, of business interruption or rental interruption insurance, (iv) Lender shall cannot be satisfied that, substantially completed within a reasonable period of time, not to exceed one hundred eighty (180) days following from the completion date of the casualty, Landlord shall forthwith give Tenant written notice of such repair estimate, and restoration Tenant shall have the right to terminate this Lease without liability to Landlord within thirty (30) days after Tenant’s receipt of said notice from Landlord. In the Damaged Propertyevent the Premises are totally destroyed or so damaged by fire or other casualty that the Premises cannot reasonably be used by Tenant for the purposes herein provided Tenant shall have the right to terminate this Lease without liability to Landlord within thirty (30) days after such fire or casualty. In the event the Premises are totally destroyed or so damaged by fire or other casualty covered by the fire and extended coverage insurance to be carried by Landlord under the terms of this Lease that the Premises cannot reasonably be used by Tenant for the purposes herein provided and this Lease is not terminated as above set forth, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender then there shall be satisfied that the repair and restoration a total abatement of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) Rent from the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free casualty until substantial completion of the repair and restoration work to be performed by Landlord and Landlord has received a certificate of occupancy (with Tenant’s cooperation in completing the required application) and all other required governmental approvals; and this Lease shall continue in full force and effect for the balance of the Damaged Property in accordance with Term. In the provisions of event the Premises are partially destroyed or damaged by fire or other casualty so that the Premises can be used only partially by Tenant for the purposes herein provided and this paragraph. The Net Proceeds Lease is not terminated as above set forth, then Rent shall be held by Lender abated in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for proportion which the payment approximate area of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower damaged part bears to the total area in the Premises from time to time during the course date of the casualty until substantial completion of the repair and restoration work to be performed by Landlord; and this Lease shall continue in full force and effect for the balance of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Term.

Damage or Destruction. If any Property shall be damaged or destroyed, in whole or in part, by fire the building or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of improvements upon the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Premises are damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallLandlord shall cause the damage to the physical structure of the building (excluding any tenant improvements or alterations therein) to be repaired or replaced without unreasonable delay; provided, however, if by reason of such casualty, Landlord, in accordance with its reasonable estimation, determines that the amount of time required to repair the damage using due diligence is in excess of 270 days (as measured from the issuance of the applicable building permits necessary for reconstruction), then either party shall have the right to terminate this Lease by giving written notice of termination to the other party hereto within thirty (30) days after the date of casualty; provided, however, in the event that the casualty giving rise to an election to terminate is caused by the negligence, misconduct or acts or omissions of Tenant or Tenant's invitees, Tenant shall have no right to terminate this Lease. Except as specifically set forth herein, in no event shall any such damage cause the abatement or rebate in the Rent then due or thereafter becoming due under the terms hereof. Notwithstanding the other provisions of this Section hereinafter set forthSection, make in the net amount of all insurance proceeds received by Lender pursuant event that there should be a casualty loss to the provisions Premises during the last two (2) years of the Term, Landlord may, at its option, terminate this Agreement Lease by giving written notice thereof to Tenant within thirty (30) days after the date of the casualty and the Rent shall xxxxx as a result of the date of such damage or destruction after deduction of its reasonable costs and expensesnotice. Except as provided herein, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Landlord shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the no obligation to rebuild or repair and restoration in case of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, and no termination under this Section shall affect any rights of Landlord or Tenant hereunder arising from the prior defaults of the other party. Tenant shall give Landlord immediate notice of any fire or other casualty in the Premises. Notwithstanding anything contained in this Section to the contrary, in no event shall Landlord be required to expend more funds in connection with such alterations as may be approved repair or restoration than the amount received by LenderLandlord from the proceeds of any insurance policies maintained by Landlord. Further, as soon as reasonably practicableLandlord shall have no duty to restore, and shall diligently pursue repair, replace or rebuild in the same to satisfactory completion, (iii) Lender shall be satisfied event that any operating deficits which will be incurred with respect to the Damaged Property lender of Landlord should require that insurance proceeds received as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not applied to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereonmortgage debt, and, in such event, Landlord and Tenant shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified right to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,terminate this Lease immediately.

Damage or Destruction. (a) If any Property the Building or the Premises shall be partially damaged or destroyed, in whole or in part, partially destroyed by fire or other property hazard or casualty, Borrower shall give prompt notice casualty and as a result thereof to Lender and one hundred (100%) percent a portion of the net amount Premises becomes untenantable or inaccessible, the Base Rent and additional rent payable under this Lease shall be abated on a per rentable square foot basis based on the RSF of all insurance proceeds received by Lender or Borrower that portion of the Premises as shall have been rendered untenantable as a result of such damage or destruction after deduction of reasonable costs and for the expensesperiod, if any, in collecting commencing on the same, shall be applied in reduction date such portion of the outstanding Principal Balance under Premises becomes untenantable or inaccessible and ending on the Note pertaining date next preceding the earlier of (i) the date on which the Landlord’s Restoration Condition is substantially complete or on which that portion of the Premises otherwise becomes tenantable and accessible for Tenant to commence Tenant’s Restoration Work, plus an additional period of up to six (6) months for Tenant to complete restoration of Tenant’s Restoration Work, and (ii) the Damaged Propertydate on which Tenant or any Permitted User occupies such portion of the Premises for the conduct of its business. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions For purposes of this Section hereinafter set forth17.1, make the net amount term “untenantable” shall mean, with respect to any portion of all insurance proceeds received by Lender pursuant the Premises, that Tenant is not reasonably able to conduct its business in that portion of the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, Premises affected in collecting substantially the same (hereinafter referred to manner as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was conducted in such space immediately prior to such fire or other casualty. If this Lease is terminated pursuant to this Article, with such alterations as may be approved by Lender, as soon as reasonably practicable, then Base Rent and shall diligently pursue the same to satisfactory completion, (iii) Lender any additional rent payable under this Lease shall be satisfied that any operating deficits which will be incurred with respect payable only to the Damaged Property as a result date of the occurrence casualty that caused the termination of any such the Lease. (b) If the Building, the Lobby, the Amenity Space or the Premises shall be totally (which shall be deemed to include substantially all) damaged or destroyed by fire or other casualty will be covered out and as a result thereof all (or substantially all) of the Net Proceeds Premises becomes untenantable or by Borrower out-of-pocket or with inaccessible, the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender Base Rent and any additional rent payable under this Lease shall be satisfied that, within a reasonable abated for the period commencing on the date such portion of time, not the Premises became untenantable or inaccessible and ending on the date next preceding the earlier of (i) the date the Required Landlord Restoration is substantially complete or on which the Premises otherwise becomes tenantable and accessible (exclusive of any Tenant’s Work or other Alterations) plus an additional of up to exceed one hundred eighty six (1806) days following the completion of such repair and months for Tenant to complete restoration of the Damaged PropertyTenant’s Work or other Alterations, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (xii) the date on which Tenant occupies the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security Premises for the payment conduct of the Debt. The Net Proceeds together with interest earned thereonits business; provided, however, that Landlord and Tenant shall be disbursed by Lender to, or as directed by, Borrower from time use reasonable efforts to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) cooperate in connection with such restoration to provide the repair and parties with shortest possible restoration period through the coordination of their respective work. (c) Promptly after the Damaged Property have been paid for in fulldate on which the Landlord Restoration Condition is substantially complete, Tenant shall commence, and thereafter diligently proceed with, the repair, restoration and replacement of all Alterations (iiincluding Tenant’s Work) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged and Tenant’s Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements“Tenant’s Restoration Work”), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. 9.1 If the Premises or the Building or any Property shall be part thereof is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender cause or condition whatsoever as to be substantially untenantable, Landlord shall, by written notice (the “Damage Notice”) to the Tenant given within sixty (60) days after such damage, either: (I) elect not to restore the Premises and terminate this Lease as of the date of the damage, or (ii) elect to restore the Premises in accordance with this Article 9. For purposes hereof, “substantially untenantable” shall mean that the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyrepairs, as nearly as possible to the condition the Damaged Property was reasonably determined by Landlord, will take in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result excess of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following to complete after the completion of such repair and restoration date of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion commencement of the repair by Landlord. If this Lease is not terminated as above provided and restoration if the Premises are made partially or wholly untenantable as aforesaid, Landlord, at its expense shall restore the same with reasonable promptness to the condition in which Landlord furnished the Premises to Tenant at the commencement of the Damaged Property in accordance with the provisions Term of this paragraphLease but only as to those items that were provided at Landlord’s expense without any reimbursement by Tenant. The Net Proceeds Landlord shall be held under no obligation to restore any alterations, improvements or additions to the Premises made by Lender in an interest-bearing accountTenant or paid for by Tenant, and until disbursed in accordance with the provisions of this paragraphincluding, shall constitute additional security for the payment but not limited to, any of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, initial tenant finish done or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullby Tenant or any subsequent changes, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's alterations or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender additions made by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the ConsultantTenant. If Lender fails Landlord does not elect to respond within ten (10) Business Days following a request terminate this Lease as provided herein and submissions of plans and specifications for approvalthe Premises are substantially untenantable, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration right to terminate this Lease by notice to Landlord given within thirty (30) days after Tenant’s receipt of the Damaged PropertyDamage Notice from Landlord. The identity If the Premises or the Building or any part thereof is damaged by fire or other casualty, cause or condition whatsoever as to be substantially untenantable during the last year of the contractorsTerm, subcontractors and materialmen engaged in as it may be extended, either Landlord or Tenant may terminate this Lease by notice to the repair and restoration other given within thirty (30) days after the date of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,damage or destruction.

Damage or Destruction. A. If the Leased Premises is damaged by any Property cause covered by fire or other casualty insurance, Landlord shall cause the damage to be damaged or destroyedrepaired with reasonable dispatch, but only to the extent of insurance proceeds actually received, and if the damage has rendered the Leased Premises untenantable in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, rental shall be applied in reduction of abated proportionately until the outstanding Principal Balance under damage has been repaired. If the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, Leased Prem- ises is rendered untenantable in whole or in part, part by any cause not covered by fire or other casualtycasualty insurance, Lender shallLandlord may, at its option, terminate this Lease and the ten- ancy hereby created by giving Tenant within thirty (30) days following the date of said occurrence, written notice of Landlord's election to terminate; and, in the event of any such termination, rent shall be adjusted as of the date of such occurrence. B. If the Leased Premises is rendered either partially or wholly untenantable and Land- lord does not elect to terminate this Lease, Landlord shall commence repairs within thirty (30) days after the date of such occurrence, subject to the provisions of any insurance policy which may affect the time for commencing repairs. Landlord shall complete such repairs in a timely and workmanlike manner in accordance with original specifications for the Leased Premises, as modified by the Premises Im- provements. If within 180 days after the date of the occurrence (but subject to de- lays in accordance with the provisions of the Section entitled “Force Majeure” hereof), Landlord will be unable to complete repairs required by the terms of this Section hereinafter set forthLease, Tenant may, at its option, terminate this Lease and the tenancy hereby cre- ated by giving to Landlord within one hundred fifty (150) days following the date of such occurrence, written notice of election to terminate; and in the event of any such termination, rent shall be adjusted as of the date of such occurrence. If there is a dispute whether Xxxxxxxx will be able to complete repairs within the time limit specified above, it shall be resolved by arbitration. C. Tenant shall make all repairs and replacements to the Leased Premises necessitated or caused by the acts, omissions or negligence of Tenant or its agents or employees or invitees. If, and to the extent not covered by applicable insurance, and, notwith- standing anything herein to the contrary, damages to the Leased Premises rendering either part or all of the Leased Premises untenantable is caused by the fault or ne- glect of Tenant, or by Tenant's agents or employees or invitees, there shall be no abatement of rent during the period the Leased Premises or part thereof is being restored and rendered tenantable. If repairs or replacements become necessary which by the terms of this Lease are the responsibility of Tenant and Tenant fails to make the net amount repairs or replacements, Landlord may make the repairs or replace- ments and Tenant shall upon demand pay to Landlord one hundred and twenty per- cent (120%) of all insurance proceeds received the reasonable cost thereof. D. If the Leased Premises or any portion thereof is taken or condemned by Lender pursuant any author- ity under power of eminent domain or transferred by Landlord by agreement with such authority under threat of condemnation, with or without any condemnation action being instituted, (collectively, “condemnation”), the term of this Lease shall terminate as to the provisions portion of this Agreement the Leased Premises so taken as of the date such authority takes title or possession of such portion of the Leased Premises, which- ever first occurs. Tenant's rent shall be reduced as a result of such condemnation in the proportion that the floor area of the Building taken by such condemnation bears to the floor area of the Leased Premises remaining following such condem- nation. If twenty-five percent (25%) or more of the Building, common areas or the underlying land are taken by condemnation, Landlord shall have the option to ter- minate this Lease by written notice thereof to Tenant. If a taking of the Leased Premises interferes with Xxxxxx's business operations under the Lease, Tenant shall have the option to terminate this Lease by written notice thereof to Landlord within thirty (30) days following such condemnation. If this Lease is not terminated as provided in this Section entitled “Damage or Destruction,” then Landlord shall re- pair any damage or destruction after deduction of its reasonable costs and expensesto the Building and/or common areas resulting from such condem- nation; provided, if anyhowever, in collecting no event shall Landlord be obligated to spend more for such repairs than the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration portion of the Damaged Propertycondemnation award actually received by Landlord. Tenant shall, provided that (i) no default at its sole cost and expense, repair any damage to the Leased Premises resulting from such condemnation. Except as specifically set forth herein, Tenant shall have occurred and shall not be continuing under entitled to any compensation, allowance, claim or offset of any kind against the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged PropertyLandlord or any condemning authority, as nearly damages or otherwise. The termination of this entire Lease as possible provided in this Section entitled “Damage or Destruction” shall act to the condition the Damaged Property was in immediately release Landlord and Tenant from all further obligations or liabilities with respect to this Lease except for such obligations and liabilities which arise or accrue prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,termination.

Damage or Destruction. 12.1 Except as otherwise provided in Section 12.2 below, if the Premises are damaged and destroyed by any casualty covered by fire and special extended coverage insurance policies which Landlord is required to provide pursuant to Article 14, Landlord shall repair such damage as soon as reasonably possible, to the extent of the available proceeds, and the Lease shall continue in full force and effect. 12.2 If any Property shall be the Premises are damaged or destroyeddestroyed by any casualty covered by Landlord's fire and special extended coverage insurance policies which Landlord is required to provide pursuant to Article 14, to the extent of seventy-five percent (75%) or more of the replacement cost thereof, or to the extent of twenty-five percent (25%) or more of the replacement cost of the Premises if the damage occurs during the last twelve (12) months of the Term, or if the insurance proceeds which are received by Landlord, under the policies Landlord is required to provide, are not sufficient to repair the damage (specifically including any insufficiency due to payment of such proceeds to Landlord's lender, if required), then Landlord may, at Landlord's option, either (i) repair such damage as soon as reasonably possible, in whole which event this Lease shall continue in full force and effect, or (ii) cancel and terminate this Lease as of the date of the occurrence of such damage. Landlord shall deliver to Tenant written notice of Landlord's election within sixty (60) days after the date of the occurrence of the damage, which notice shall also specify the expected time to restore the Premises if Landlord elects to repair the damages. See Addendum A-12.2. 12.3 If at any time during the Term the Premises are damaged and such damage was caused by a casualty not covered under the insurance policy Landlord is required to carry pursuant to Section 14.2, Landlord may, at its option, either (i) repair such damage as soon as reasonably possible at Landlord's expense, in partwhich event this Lease shall continue in full force and effect, or (ii) cancel and terminate this Lease as of the date of the occurrence of such damage, by fire or other property hazard or casualty, Borrower shall give prompt giving Tenant written notice thereof of Landlord's election to Lender and one hundred do so within thirty (100%30) percent days after the date of the net amount of all insurance proceeds received by Lender or Borrower as a result occurrence of such damage or destruction after deduction of reasonable costs and the expenses, if anydamage, in collecting which event this Lease shall so terminate unless within thirty (30) days thereafter Tenant agrees to repair the same, shall be applied in reduction damage at its cost and expense or pay for Landlord's repair of the outstanding Principal Balance under the Note pertaining to the Damaged Property. such damage. 12.4 Notwithstanding anything to the contrary set forth aboveherein, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with it is determined that the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction resulting from a casualty cannot be repaired within twelve (12) months following the date of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as Tenant may be approved terminate this Lease by Lender, as soon as reasonably practicable, and shall diligently pursue the same written notice delivered to satisfactory completion, Landlord within thirty (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (18030) days following Tenant's receipt of Landlord's written notice given under Section 12.2 or 12.3 above. 12.5 In the event of any damage or destruction the Base Rent and all Additional Rent payable by Tenant hereunder shall be proportionately reduced from the date of casualty until the completion by Landlord of such any repair and or restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored pursuant to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, this Article 12 (v) Lender shall be satisfied provided that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of abatement period shall not exceed twelve (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements12), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,

Damage or Destruction. A. If any Property shall be during the term the Premises are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant but not to the provisions of this Agreement as a result of such damage or destruction after deduction of extent that Tenant is prevented from carrying on its reasonable costs and expensesbusiness in the Premises, if any, in collecting Landlord shall promptly restore the same (hereinafter referred Premises to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the their condition the Damaged Property was in immediately prior to such fire or other the casualty, with such alterations as may be approved but not later than sixty (60) days after the casualty. If said restorations are not accomplished within said sixty (60) days, Tenant shall retain the right to make said restorations at Landlord's expense. B. If during the term the Premises are destroyed or so damaged by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will that Tenant is prevented from carrying on its business in the Premises, Landlord shall have the option either to restore the Premises to their condition immediately prior to the casualty or to terminate the Lease. Such option shall be covered out exercised by Landlord by written notice to the Tenant within thirty (30) days after the casualty. If Landlord chooses to restore the Premises, it shall prepare or cause to be prepared by its construction representative a reasonable estimate of the Net Proceeds or by Borrower out-of-pocket or with time needed to restore the proceedsPremises to their condition immediately prior to the casualty. Such estimate shall accompany the written notice to Tenant. If the time period to restore the Premises indicated in the notice exceeds one hundred twenty (120) days from the date such notice is given to Tenant, if anyTenant may terminate this Lease within ten (10) working days of receipt of Landlord's notice, of business interruption or rental interruption insuranceprovided, (iv) Lender however, that termination shall not occur unless Landlord's lender has been given notice and opportunity to cause repairs to be satisfied that, made within a reasonable time period of time, not to exceed one hundred eighty twenty (180120) days following from the completion date notice is given to the Tenant of Landlord's decision to restore the Premises. If the restoration period is less than one hundred twenty (120) days or if Tenant agrees to a period in excess of one hundred twenty (120) days, then Landlord shall promptly commence such repair work and restoration of diligently proceed to complete the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender same. Rent shall be satisfied equitably abated for any period that the repair and restoration of the Damaged Property will be completed on Premises are destroyed or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except damaged to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever Tenant is prevented from carrying on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or its business in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Premises.

Damage or Destruction. If any Property shall be damaged or destroyedExcept as otherwise provided in this Lease, in whole the event the Premises or in part, the Building are damaged by fire or other property hazard or casualtycasualty covered by Landlord's insurance, Borrower such damage shall give prompt notice thereof be repaired by and at the expense of Landlord and this Lease shall remain in full force and effect, except that Tenant shall be entitled to Lender and one hundred a proportionate reduction of rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with Tenant's business. In the event such repairs cannot, in the reasonable opinion of Landlord, be substantially completed within sixty (100%60) percent of days after the net amount of all insurance proceeds received by Lender or Borrower as a result occurrence of such damage (without the payment of overtime or other premiums), Landlord may, at its option, exercisable by giving written notice to Tenant within thirty (30) days after the occurrence of such damage, make such repairs within a reasonable time and Landlord shall proceed to make such repairs with reasonable dispatch. In such event, this Lease shall continue in full force and effect and the rent payable by Tenant hereunder shall be determined as provided in the first paragraph of this Article. In the event Landlord does not elect to repair the damage, as provided above, either Landlord or Tenant, by written notice given to the other within ten (10) additional days, may terminate this Lease effective as of the date of the occurrence of such damage. In the event Landlord terminates this Lease pursuant to this Article, all proceeds of Landlord's insurance shall belong to and become the sole property of Landlord. In the event of damage to or destruction of all or any portion of the Premises or Building to the extent of five percent (5%) or more of the then insurable replacement value of the Premises or the Building, as applicable, from any cause not covered by insurance, or in the event of a declaration of any governmental authority that the Premises or the Building are unsafe or unfit for occupancy and would require repairs exceeding five percent (5%) or more of the then insurable replacement value or the Building, Landlord shall have the right to terminate this Lease by written notice to Tenant given within thirty (30) days after deduction the date of reasonable costs such damage, destruction or declaration. Upon the giving of any such notice, this Lease shall terminate. In the event of damage to or destruction or all or any portion of the Premises or the Building to an extent less than five percent (5%) of the then insurable replacement value of the Premises or the Building, as applicable, from any cause not covered by insurance, or in the event Landlord does not elect to terminate this lease in accordance with this paragraph, the Lease shall remain in full force and effect except that rent shall be proportionally reduced as provided above and the expenses, if any, in collecting the same, Premises shall be applied in reduction repaired and rebuilt by Landlord at Landlord's cost with reasonable dispatch; provided, however, Tenant shall bear the cost of the outstanding Principal Balance under the Note pertaining to the Damaged Propertyall fixtures, equipment, furnishings, draperies and other items that were not contemplated by Exhibit D hereto. Notwithstanding anything to the contrary set forth abovecontained herein, if a particular Property (a "DAMAGED PROPERTY") in the event the Premises or the Building shall be damaged or destroyed, in whole or in part, by fire or other casualtycasualty due to the negligent or willful acts of Tenant, Lender shallits agents, in accordance with With respect to any damage which Landlord is obligated to repair or elects to repair, Tenant waives the provisions of this Arizona Revised Statutes Section hereinafter set forth, make 33-343 (which Section deals with Tenant's right to termination in the net amount event of all insurance proceeds received by Lender pursuant damage to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default Premises). Landlord shall have occurred and shall not be continuing required under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible any circumstances to the condition the Damaged Property was in immediately prior make any repairs to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence replacements of any such fire paneling, decoration, office fixtures, railings, ceilings or floor coverings, partitions or any other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials property installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender Premises by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. If the Premises or the Building is damaged by fire, vandalism, malicious mischief or any Property other occurrence, unless this Lease shall be damaged terminated as hereinafter provided, Landlord shall diligently proceed to repair or destroyed, in whole restore the basic Building Shell and all improvements required to be or in part, actually insured by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible Landlord to the condition the Damaged Property was in which they existed immediately prior to such fire destruction or other casualtydamage, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result extent of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsavailable insurance proceeds plus deductibles (or, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not Landlord fails to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption maintain insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except then to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property insurance plus deductibles would have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on available had Landlord maintained the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirementsrequired insurance), and all plans subject to delays which may arise by reason of adjustment of loss under insurance policies and specifications required in connection with delays beyond the reasonable control of Landlord. Tenant shall fully and completely repair or replace any damage to improvements installed by Tenant and restoration of any damage to trade fixtures, furniture or equipment. If the Damaged Property Premises are rendered entirely or partially untenantable, the Base Rent shall be subject to review and acceptance in all respects by Lender and reduced by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount percentage equal to the costs actually incurred from time to time for work in place as part percentage of the repair and restoration area of the Damaged Property,Premises which is rendered unusable until the Landlord's repairs are completed unless the damage resulted from the actions or omissions of Tenant, Tenant's employees or agents, in which case there shall be no such abatement. If the damage to the Premises or the Building is so extensive that Landlord reasonably estimates that it cannot be repaired within 270 days of the date of damage, Landlord shall so notify Tenant and either party may terminate this Lease within fifteen (15) days after the giving of such notice (provided that if the damage is due to the activities of Tenant, Tenant shall not be entitled to terminate unless the damage cannot be repaired within 360 days of the date of the damage). In the event of such termination Base Rent and other charges shall be adjusted to the date of such damage and Tenant shall thereupon promptly vacate the Premises, the Lease shall terminate and neither party shall have any liability to the other under this Lease for any obligations arising after the termination.

Damage or Destruction. If the Hotel or any Property portion thereof shall be damaged or destroyeddestroyed at any time or times during the Operating Term by fire, in whole casualty or in partany other cause, by fire or other property hazard or casualtyOwner, Borrower shall give prompt notice thereof at its own cost and expense and with due diligence, but subject to Lender and one hundred (100%) percent the applicable provisions of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs Credit Agreement and the expenses, if any, in collecting the sameany Succeeding Financing, shall be applied in reduction of undertake a Casualty Restoration that will restore the outstanding Principal Balance under the Note pertaining Hotel to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to substantially the condition the Damaged Property it was in immediately prior to such fire damage or other casualtydestruction. Notwithstanding the foregoing, with if the Hotel is damaged or destroyed to such alterations as may be approved by Lender, as soon an extent that the cost of the Casualty Restoration as reasonably practicable, and shall diligently pursue the same to satisfactory completion, estimated by Owner exceeds thirty percent (iii30%) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out replacement cost of the Net Proceeds Hotel (excluding land, excavations, footings and foundations) or by Borrower out-of-pocket or with if the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed Casualty Restoration will take longer than one hundred eighty (180) days following to complete, Owner shall notify Manager of such fact within ninety (90) days after the occurrence of such damage or destruction, and Manager may terminate this Contract by notice to Owner. If Owner determines that the insurance proceeds available to undertake a Casualty Restoration are not sufficient (when added to the amount of any applicable deductibles) to complete the Casualty Restoration, and that Owner therefore will either demolish the Hotel in its entirety or to cease utilizing the building as a hotel, Owner may terminate this Contract by notice to Manager, in either case given within thirty (30) days after Owner's receipt from the insurance company of the insurance company's determination as to the availability and sufficiency of insurance proceeds. Owner shall diligently pursue the determination and recovery of insurance proceeds with respect to such damage or destruction. If neither Party gives such notice within the respective time periods provided above, this Contract shall remain in full force and effect and Owner shall be obligated to restore the Hotel in accordance with this Section 7.1, provided that if at any time Manager subsequently reasonably believes that the Casualty Restoration will not be completed within the time period originally set forth by Owner, Manager may terminate this Contract by notice to Owner. If this Contract is terminated by Owner pursuant to the preceding sentence and Owner determines at any time within three (3) years after the date of such termination to either rebuild the Hotel or recommence utilizing the building as a hotel, then Manager may reinstate this Contract by notice to Owner given within ninety (90) days after receipt by Manager of notice from Owner that Owner has elected to undertake a Casualty Restoration and has commenced the same; provided, however, that if Owner fails to give such notice, then Manager may reinstate this Contract by notice to Owner given at any time prior to the later of (i) completion of such repair the Casualty Restoration and restoration the full reopening of the Damaged PropertyHotel, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (wii) ninety (90) days prior after Manager becomes aware of the Casualty Restoration. If Owner gives the notice to Manager provided for in the Maturity Datepreceding sentence and Manager elects to reinstate this Contract within the ninety (90) day period above provided for, Owner shall thereupon become obligated to complete the Casualty Restoration with due diligence. If this Contract is terminated and then reinstated pursuant to this Section 7.1, the remaining term of this Contract upon the effective date of its reinstatement shall be the term that was remaining under this Contract as of the date of its earlier termination. If there shall be any dispute between Owner and Manager as to whether Owner's estimate of the cost of restoration, the full replacement cost of the Hotel, or (x) the date on which estimated time for repair or restoration is reasonable under the business interruption insurance covered by such Borrower shall expirecircumstances, (vi) Lender the said dispute shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue submitted to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property arbitration conducted in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (Section 10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. 9.1 If the Premises or the Building or any Property shall be part thereof is damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender cause or condition whatsoever as to be substantially untenantable, Landlord shall, by written notice (the “Damage Notice”) to the Tenant given within sixty (60) days after such damage, either: (i) elect not to restore the Premises and terminate this Lease as of the date of the damage, or (ii) elect to restore the Premises in accordance with this Article 9. For purposes hereof, “substantially untenantable” shall mean that the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Propertyrepairs, as nearly as possible to the condition the Damaged Property was reasonably determined by Landlord, will take in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result excess of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following to complete after the completion of such repair and restoration date of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion commencement of the repair by Landlord. If this Lease is not terminated as above provided and restoration if the Premises are made partially or wholly untenantable as aforesaid, Landlord, at its expense shall restore the same with reasonable promptness to the condition in which Landlord furnished the Premises to Tenant at the commencement of the Damaged Property in accordance with the provisions Term of this paragraphLease but only as to those items that were provided at Landlord’s expanse without any reimbursement by Tenant. The Net Proceeds Landlord shall be held under no obligation to restore any alterations, improvements or additions to the Premises made by Lender in an interest-bearing accountTenant or paid for by Tenant, and until disbursed in accordance with the provisions of this paragraphincluding, shall constitute additional security for the payment but not limited to, any of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, initial tenant finish done or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullby Tenant or any subsequent changes, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's alterations or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender additions made by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the ConsultantTenant. If Lender fails Landlord does not elect to respond within ten (10) Business Days following a request terminate this Lease as provided herein and submissions of plans and specifications for approvalthe Premises are substantially untenantable, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Tenant shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration right to terminate this Lease by notice to Landlord given within thirty (30) days after Tenant’s receipt of the Damaged PropertyDamage Notice from Landlord. The identity If the Premises or the Building or any part thereof is damaged by fire or other casualty, cause or condition whatsoever as to be substantially untenantable during the last year of the contractorsTerm, subcontractors and materialmen engaged in as it may be extended, either Landlord or Tenant may terminate this Lease by notice to the repair and restoration other given within thirty (30) days after the date of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,damage or destruction.

Damage or Destruction. If any Property the Premises shall be (i) materially damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent destroyed during the last year of the net amount Lease Term (inclusive of all insurance proceeds received any Extension Period for which an Extension Option was exercised prior to such damage or destruction), or (ii) damaged or destroyed to such extent that the damage or destruction cannot be repaired within a period of three hundred sixty-five (365) days of the date of such damage or destruction, either Landlord or Tenant may terminate this Lease by Lender or Borrower as a result written notice delivered to the other within sixty (60) days of the date of such damage or destruction after deduction (and in such event this Lease shall terminate as of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result date of such damage or destruction as if such date were the Expiration Date hereof). In addition, Landlord, at its sole option, shall have the right to cancel and terminate this Lease, by written notice delivered to Tenant not later than sixty (60) days after deduction the date of its reasonable costs and expenses, if anydamage or destruction, in collecting the event the Premises is damaged or destroyed during the last five (5) years of the Lease Term (inclusive of any Extension Period for which an Extension Option was exercised prior to such damage or destruction) and Tenant shall fail to execute and deliver to Landlord upon request an extension of the Lease Term equal to the amount of time by which the remaining Lease Term (exclusive of any Extension Period for which the applicable Extension Option was not exercised prior to such damage or destruction, and further excluding the estimated time to rebuild or restore the Premises) is less than five (5) years, upon the same (hereinafter referred to as terms and conditions set forth herein except that the "NET PROCEEDS") available Rent for the period of such extension shall equal the then-escalated Rent in effect immediately prior to the expiration of the Lease Term, subject to escalation in the same manner in effect immediately prior to the expiration of the Lease Term. If this Lease is not terminated, then Landlord shall repair and restoration restore the Premises (exclusive of Tenant's equipment, trade fixtures, inventory, fixtures and personal property) with all reasonable speed to substantially the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, same condition as nearly as possible to the condition the Damaged Property was in immediately prior to such fire damage or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicabledestruction, and shall diligently pursue the same Rent or a just and proportionate part thereof, according to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect Tenant's ability to utilize the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty Premises in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereonits damaged condition, shall be disbursed by Lender to, or as directed by, Borrower from time to time during abated until the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence Premises shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, repaired and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender restored by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Landlord.

Damage or Destruction. If In the event of any Property shall be damaged damage to or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent destruction of the net amount Property during the Term, the Tenant shall elect by written notice delivered to City within sixty (60) days following the date of the occurrence of the damage to restore the Property as nearly as possible to its condition immediately prior to such damage or destruction, subject to any restrictions imposed by changes in any Applicable Law. If the Tenant elects to restore the Property, the Tenant shall commence diligently and continuously to carry out such rebuilding to full completion as soon as possible and shall commence reconstruction of the Property within the earlier of Ninety (90) days following the date of occurrence of the damage or the date upon which insurance proceeds are made available for such work. Upon the occurrence of damage or destruction, all insurance proceeds received by Lender or Borrower as a result paid in respect of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction to the payment of the outstanding Principal Balance under costs of the Note pertaining restoration and rebuilding. If the Tenant does not elect to restore the Damaged Property. Notwithstanding anything to Property within One Hundred Twenty (120) days following the contrary set forth date of the occurrence of the damage, then the City may, at its option, exercised within Thirty (30) days after the expiration of the Sixty (60) day period described above, if a particular elect to restore the abandoned dock and Improvements on the Property (a "DAMAGED PROPERTY") shall be damaged as nearly as possible to its condition immediately prior to such damage or destroyeddestruction, subject to any restrictions imposed by changes in whole or any Applicable Law, and in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of such event all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result paid in respect of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible applied to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course costs of the repair restoration and rebuilding. If the Tenant does not exercise such to restore the premises option within said Thirty (30) day period, then at the City’s option this Agreement shall terminate upon delivery of written notice to the Tenant. If the City elects to restore the Property, the City shall confer with the Tenant regarding the design and plans for such restoration of the Damaged Property. Under no circumstances shall City be responsible for repairing any Improvements related to Tenant’s Business, upon receipt of evidence satisfactory but City shall only have the option to Lender (which evidence shall in each instance and restore the Improvements that are subject to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tidelands plan.

Damage or Destruction. If any Property shall be In the event the Premises are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender insured casualty and one hundred (100%) percent of the net amount of all insurance proceeds received have been made available therefore to Landlord by Lender the holder or Borrower as a result holders of any mortgages or deeds of trust covering the Premises, the damage shall be repaired by and at the expense of Landlord to the extent such insurance proceeds available therefor, provided such repairs can, in Landlord’s reasonable opinion, be made within two hundred seventy (270) days after the occurrence of such damage without the payment of overtime or destruction after deduction other premiums. Landlord shall commence repairs promptly following receipt of permits for such repairs, Landlord covenanting to use commercially reasonable costs and efforts to obtain such permits promptly following the expensescasualty. Until such repairs are completed, if anythe rent shall be abated to the extent the Premises are rendered untenantable. If repairs cannot, in collecting the sameLandlord’s reasonable opinion be made within two hundred seventy (270) days, Landlord shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property notify Tenant within forty-five (a "DAMAGED PROPERTY"45) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result days of the occurrence of such damage of its determination, in which event, or in the event such repairs are commenced but are not substantially completed within two hundred seventy (270) days of the date of such occurrence, either party may, by written notice to the other given within ten (10) days after Landlord’s notification or the expiration of said two hundred seventy (270)-day period, as the case may be, cancel this Lease as of the date of the occurrence of such damage. In addition, if Landlord notifies Tenant that it expects to complete repairs within the two hundred seventy (270) day period noted above, but, if despite Landlord’s good faith and diligent efforts, it becomes apparent that those repairs will not be completed within that period, then Landlord shall promptly notify Tenant of that circumstance and Tenant shall have the right to terminate this Lease by written notice to Landlord given within ten (10) days after Landlord’s notification. Except as provided in this Section, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business or property arising from any such fire or other casualty will be covered out or from the making or not making of any repairs, alterations or improvements in or to any portion of the Net Proceeds Premises or in or to fixtures, appurtenances and equipment therein not caused by Borrower out-of-pocket Landlord or with the proceeds, if any, its agents’ negligence or willful misconduct. Tenant hereby waives any statutory or common law rights of business interruption termination which may arise by reason of any partial or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration total destruction of the Damaged Property, the gross cash flow and the net cash flow Premises. Tenant understands that Landlord will not carry insurance of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed any kind on Tenant’s furniture or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, furnishings or (x) the date on which the business interruption insurance covered any fixtures or equipment removable by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with Tenant under the provisions of this paragraphLease and that Landlord shall not be obliged to repair any damage thereto or replace the same not caused by the negligence or willful misconduct of Landlord or its employees or agents. The Net Proceeds Landlord shall not be held required to repair any injury or damage caused by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender tofire or other cause, or as directed by, Borrower from time to time during make any repairs or replacements to or of improvements installed in the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required Premises by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued or for Tenant not caused by the title company insuring the lien negligence or willful misconduct of the Mortgage encumbering such Property Landlord or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's its employees or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,agents.

Damage or Destruction. 8.1 If any Property shall be damaged all or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent a portion of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be premises is damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallOwner will give Tenant written notice ("Owner's Repair Notice") of the time which will be needed to repair such damage, as determined by Owner in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs discretion, and expenses, the election (if any, in collecting ) which Owner has made according to this Article 8. Such notice will be given before the same 60th day (hereinafter referred to as the "NET PROCEEDSnotice date") available for after the repair and restoration of fire or other casualty. If Owner fails to give Tenant Owner's Repair Notice within sixty (60) days after the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as Tenant may be approved by Lender, as soon as reasonably practicablenotify Owner that Owner's Repair Notice has not been given, and shall diligently pursue Tenant may terminate this Lease if Owner fails to give Owner's Repair Notice within ten (10) days after this reminder notice is received by Owner. To exercise this termination right, Tenant must give Owner notice of termination at any time after the same to satisfactory completion, expiration of said ten (iii10) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as day period but before Owner's Repair Notice is given. 8.2 If all or a result portion of the occurrence of any such Premises is damaged by fire or other casualty will to an extent which may be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repaired within a reasonable period of time, not to exceed one hundred eighty (180) days following after the notice date, as reasonably determined by Owner and Tenant, Owner will promptly begin to repair the damage after the notice date and will diligently pursue the completion of such repair repair. In that event, this Lease will continue in full force and restoration effect except that Annual Fixed Rent and Additional Rent, as defined in Article 63d., will be abated on a pro rata basis from the date of the Damaged Propertydamage until the date of the substantial completion of such repairs (the "repair period") based on the proportion of the rentable area of the Building Tenant is unable to use during the repair period. Notwithstanding the foregoing, if a repair that Owner determined could be made within one hundred eighty (180) days after the gross cash flow notice date is not substantially completed within said one hundred eighty (180) day period, Tenant may terminate this Lease upon notice to Owner given at any time after the expiration of said one hundred eighty (180) day period, but before the repair is substantially completed; provided, however, that Owner may nullify Tenant's termination if Owner substantially completes the repair within thirty (30) days after receipt of Tenant's termination notice. Tenant's termination notice shall state that this Lease will terminate thirty (30) days after Owner's receipt of the notice unless Owner substantially completes the repair within said thirty (30) day period. 8.3 If all or a portion of the Premises is damaged by fire or other casualty to an extent that may not be repaired within one hundred eighty (180) days after the notice date, as reasonably determined by Owner, and the net cash flow damage materially impairs Tenant's use of the Damaged Property will be restored Premises, then (i) Owner may cancel this Lease by written notice given to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed Tenant on or before the earlier notice date or (ii) Tenant may cancel this Lease by written notice given to occur of Owner within thirty (w) ninety (9030) days prior to after Owner's delivery of a written notice that the Maturity Date, or repairs cannot be made within such one hundred eighty (x180) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of day period. If either party cancels this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property Lease in accordance with the provisions preceding sentence, this Lease shall terminate thirty (30) days after the date of the cancellation notice. If neither Owner nor Tenant so elects to cancel this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing accountLease, Owner will diligently proceed to repair the Premises, and until disbursed Annual Fixed Rent and Additional Rent will be abated on a pro rata basis during the repair period based on the proportion of the rentable area of the Building Tenant is unable to use during the repair period. Notwithstanding the foregoing, if a repair to be made in accordance with this Section 8.3 is not substantially completed within two hundred ten (210) days after the provisions notice date (or within such longer time period as is specified in Owner's Repair Notice), Tenant may terminate this Lease upon notice to Owner given at any time after the expiration of said two hundred ten (210) day period (or the expiration of such longer time period as is specified in Owner's Repair Notice), but before the repair is substantially completed; provided, however, that Owner may nullify Tenant's termination if Owner substantially completes the repair within thirty (30) days after receipt of Tenant's termination notice. Tenant's termination notice shall state that this paragraph, shall constitute additional security for the payment Lease will terminate thirty (30) days after Owner's receipt of the Debt. The Net Proceeds together with interest earned thereon, notice unless Owner unless Owner substantially completes the repair within said thirty (30) day period. 8.4 Tenant shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available responsible for the repair and restoration or replacement of all of Tenant's personal property that is damaged or destroyed. 8.5 Time is of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds essence in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Section 8.

Damage or Destruction. If all or any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent part of the net amount of all insurance proceeds received by Lender Premises or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction any material portion of the outstanding Principal Balance under balance of the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Real Property (a "DAMAGED PROPERTY") shall be is damaged or destroyed, in whole or in part, by fire or other casualty, Lender shalland the damage can, in Landlord’s reasonable opinion, be repaired within sixty (60) days of the damage, then Landlord shall proceed to repair the damage and this Lease shall remain in full force and effect. If the repairs cannot, in Xxxxxxxx’s opinion, be made within the sixty (60)-day period, Landlord at its option exercised by written notice to Tenant within the sixty (60)-day period, shall either (a) proceed to repair the damage, in which event this Lease shall continue in full force and effect, or (b) terminate this Lease as of the date specified by Landlord in the notice, which date shall be not less than thirty (30) days nor more than sixty (60) days after the date such notice is given, and this Lease shall terminate on the date specified in the notice. Notwithstanding the foregoing, Landlord shall not be obligated to repair or replace any of Tenant’s movable furniture, equipment, trade fixtures, and other personal property, nor any above Building standard Alterations installed in the Premises by or at the request of Tenant (including those installed by Landlord at Tenant’s request, whether prior or subsequent to the commencement of the Lease Term), and no damage to any of the foregoing shall entitle Tenant to any abatement. All such repair and replacement of above Building standard Alterations by Tenant shall be constructed in accordance with Paragraph 9 above regarding Alterations. Notwithstanding the provisions foregoing, if Landlord determines in good faith that immediate restoration and repair work is required to prevent further damage to the Building and/or improvements therein that are Landlord’s property (for example, without limitation, a water leak) and such work pertains to improvements that Landlord is required to insure and restore, as well as to improvements that Tenant is required to insure and restore (i.e., above Building standard Alterations or improvements constructed by or for Tenant), then Landlord may immediately contract with a remediation vendor to commence the restoration and repair work and such action by Landlord shall not modify in any manner the respective obligations of this Section hereinafter set forth, the parties hereunder to pay for the cost of such restoration and repair work and to make the net amount of all their insurance proceeds received by Lender pursuant available therefor in the manner required under this Lease. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant’s use and occupancy of the Premises, Tenant ceases to use any portion of the provisions of this Agreement Premises as a result of such damage, and the damage does not result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such damage and repair, Tenant’s Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. A total destruction after deduction of its reasonable costs and expensesthe Building shall automatically terminate this Lease. In no event shall Tenant be entitled to any compensation or damages from Landlord for loss of use of the whole or any part of the Premises or for any inconvenience occasioned by any such destruction, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and rebuilding or restoration of the Damaged PropertyPremises, provided that (ithe Building or access thereto. Tenant hereby waives California Civil Code Sections 1932(2) no default shall have occurred and shall be continuing under the Loan Documents1933(4), (ii) Borrower shall commence the repair and restoration providing for termination of hiring upon destruction of the Damaged Propertything hired and Sections 1941 and 1942, as nearly as possible providing for repairs to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lenderpremises. Upon the occurrence of an Event any damage to the Premises, upon notice (the “Landlord Repair Notice”) to Tenant from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Paragraph 15 of Defaultthis Lease (or, Lender where Tenant failed to maintain such insurance, Tenant shall pay Landlord the amount that would have been available had Tenant maintained same) and Landlord shall repair any injury or damage to the use Premises and shall return such Premises their condition existing on the Commencement Date; provided that if the cost of such plan and specifications and all permits, licenses and approvals required or obtained in connection with repair by Landlord exceeds the repair and restoration amount of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Propertyinsurance proceeds received by Landlord from Tenant’s insurance carrier, as well as assigned by Xxxxxx, the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration cost of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, such repairs shall be paid by BorrowerTenant to Landlord prior to Landlord’s commencement of repair of the damage. In no the event that Landlord does not deliver the Landlord Repair Notice within sixty (60) days following the date the casualty becomes known to Landlord, Tenant shall, at its sole cost and expense, repair any injury or damage to Premises and shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal return such Premises to the costs actually incurred condition existing immediately prior to such casualty. Whether or not Landlord delivers a Landlord Repair Notice, prior to the commencement of construction, Tenant shall submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from time to time for work in place as part of such damage or the repair and restoration of the Damaged Property,thereof.

Damage or Destruction. (a) If any Property the Hotel shall be totally destroyed or substantially damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shalleither party may, in accordance with within sixty (60) days after the provisions occurrence of such event, give written notice to the other terminating this Agreement. For purposes of this Section hereinafter set forthSection, make the net amount Hotel shall be deemed to have been substantially damaged if the estimated cost of all insurance proceeds received Restoration shall exceed twenty percent (20%) of the cost of replacing the Hotel by Lender pursuant constructing, furnishing and equipping a new hotel on the site Management Agreement substantially the same as the Hotel prior to such casualty. In the provisions of event Owner terminates this Agreement as a result by reason of such damage or destruction after deduction destruction, Owner shall, contemporaneously with the giving of its reasonable costs notice of such termination and expensesas a condition (which may be waived by Manager) to the effectiveness of such termination, if any, in collecting pay to Manager the same applicable Termination Fee. (hereinafter referred to as b) In the "NET PROCEEDS") available for the repair and restoration event of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible any damage to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved Hotel by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out which does not amount to "substantial damage" as described in subsection (a) above, or (ii) the total destruction of or substantial damage to the Net Proceeds or Project and the failure of either party to terminate this Agreement pursuant to subsection (a) above, then this Agreement shall not terminate, and Owner shall, at its own expense and in accordance with plans and specifications therefor developed by Borrower out-of-pocket or Owner in consultation with Manager, promptly commence and expeditiously complete the proceedsRestoration and, if anysubject to the rights of any Mortgagee, all proceeds of business interruption or rental interruption insurance, (iv) Lender property and casualty insurance shall be satisfied thatmade available to Owner for this purpose. Owner shall promptly commence and diligently pursue the Restoration to completion; provided, however, that if Owner shall not fully complete the Restoration within a reasonable period of time, not to exceed time after the date of such casualty or one hundred eighty (180) days, whichever is earlier (or such longer period as Manager may approve), then Manager shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to Owner, whereupon Owner shall, within ten (10) days following such notice and as a condition (which may be waived by Manager) to the completion effectiveness of such repair and restoration termination, pay to Manager the applicable Termination Fee. (c) Manager's monthly compensation following damage to the Project until the Restoration with respect to such damage is completed shall in no event be less than fifty percent (50%) of the Damaged PropertyAverage Monthly Management Fee at the time the damage occurs; provided, however, that such amount shall be payable only from, and to the extent of, the gross cash flow and the net cash flow proceeds of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all maintained in respect of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and Project. (viid) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Notwithstanding the provisions of which Borrower subsections (a) and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions (b) of this paragraph. The Net Proceeds Section 9.1, the Termination Fee payable thereunder shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that payable (i) all materials installed and work and labor performed (except in any ----------- event to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullit is covered by insurance, and (ii) there exist no notice of pendencyto the extent it is not covered by insurance, stop ordersuch Termination Fee shall be payable by Owner unless, notice of intention at or any time prior to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out date of the repair related termination of this Agreement, Manager has managed for Owner and restoration Owner's franchisees an aggregate of at least fifteen (15) extended stay hotels similar in operation to (and including) the Hotel, in which case such portion of the Damaged Property which have Termination Fee shall not either been fully bonded be payable to the satisfaction of Lender and discharged of record or Manager. In addition, in the alternative fully insured over event that, on or before the date that is twelve (12) months after the related termination of this Agreement, Manager has managed for Owner and Owner's franchisees an aggregate of at least fifteen (15) extended stay hotels similar in operation to (and including) the satisfaction of Lender by Hotel, then Manager shall repay to Owner the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use amount of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified Termination Fee paid to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Manager hereunder.

Damage or Destruction. (a) If the Improvements, or any Property shall be part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard cause, and Borrower shall desire to restore the Improvements or casualtyshall be required by the Bank to restore the Improvements, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant subject to the provisions of this Agreement Section, immediately proceed with the restoration thereof in accordance with the Plans, and shall diligently complete the work of restoration, provided that Bank makes available to Borrower as a result of restoration progresses any insurance proceeds actually paid to Bank in respect to such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that destruction. If (i) in the Bank's reasonable judgment the insurance proceeds are sufficient to complete the restoration prior to the Maturity Date or such later date as Bank may elect and within the Approved Budget applicable to the Building to be restored; and (ii) no default Default exists under the Loan Documents ("Restoration Conditions"), the Bank shall advance the insurance proceeds to Borrower as restoration progresses in the same manner as the Bank disburses advances of the Loan proceeds hereunder. If any one or more of the Restoration Conditions does not exist, the Bank shall have occurred no obligation to authorize further advances of Construction Funds or Owner's Equity hereunder, and shall may call the Loan immediately due and payable in accordance with the following paragraph; provided, however, if, in the Bank's judgment the insurance proceeds are insufficient to complete the restoration, Borrower may satisfy such condition by depositing with the Bank as additional Owner's Equity such money as in the Bank's reasonable judgment (based 'on bids or estimates of reputable contractors) is sufficient to complete the restoration in accordance with the Plans in a timely manner and fully pay the costs thereof. (b) If in the Bank's reasonable judgment the Improvements cannot be continuing restored in accordance with the Plans and the Approved Budget in a timely manner as described above or, if Borrower does not or cannot deposit as additional Owner's Equity such money or additional money as in the Bank's judgment is required to complete the restoration and fully pay the cost thereof, or if a Default exists under the Loan Documents, (iisuch event shall be deemed an Event of Default hereunder, and the Bank's obligations to authorize further advances of Construction Funds or Owner's Equity hereunder or to make insurance proceeds available for restoration shall immediately terminate. The Bank may in such case apply any insurance proceeds and/or undisbursed Construction Funds and Owner's Equity in the manner set forth in Section 9.2(a) hereof, to reduce the outstanding indebtedness of Borrower shall commence under the repair Loan and restoration may exercise any of the Damaged Propertyother remedies which are described in Section 9.2 hereof or in the Loan Documents. (c) In the case of loss, the Bank is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as its interest may be approved by Lender, as soon as reasonably practicableappear, and shall diligently pursue to collect and receipt for any proceeds. In the same event the Bank elects to satisfactory completionapply the proceeds to restoration, (iii) Lender in keeping with the Restoration Conditions, such proceeds shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsmade available, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair time, under substantially similar terms and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall conditions as provided in each instance this Agreement for advances from Construction Funds and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanicOwner's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Equity.

Damage or Destruction. If any Property the Premises or Building is damaged or destroyed so that the Premises become totally or partially untenantable or unsuitable for the intended use, Landlord shall be damaged required, to the extent of available insurance proceeds, to repair or destroyedrestore the Premises or Building within sixty (60) days of the date of damage, or to commence repairs and pursue completion of same with due diligence in whole or in partthe event said repairs cannot be reasonably completed within the sixty (60) day period. If Landlord fails to comply with these provisions, Tenant may elect to terminate this Lease by fire giving written notice to the Landlord. In the event that this Lease is so terminated, neither party shall be further obligated to the other except that Tenant shall be responsible to pay Landlord all Rent and other charges due hereunder to the date of such termination. Tenant may remove any non-structural improvements made by Tenant or other property hazard or casualtyowned by Tenant, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under responsible for any repairs necessitated by said removal. In the Loan Documentsevent that the Premises are damaged or destroyed by fire, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire storm or other casualty will so that the Premises shall be covered out rendered totally or partially untenantable or unsuitable for the intended use, then until the Premises are rebuilt or restored to their former condition by Landlord, payment of Rent shall be reduced in the same proportion as the number of square feet of the Net Proceeds Premises which is untenantable or by Borrower out-of-pocket or with unsuitable for the proceeds, if any, intended use bears to the total number of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration square feet of the Damaged Property, Premises occupied by the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days Tenant prior to the Maturity Date, loss or destruction. Rental shall automatically be reinstated as portions of the Premises are returned to use by Tenant (xprovided it is commercially reasonable for Tenant to conduct its business thereon) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender and shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free fully reinstated upon completion of the repair and repairs or restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Landlord.

Damage or Destruction. 4.9.1 If any Property shall be the Premises are damaged or destroyedby fire, in whole or in part, by fire earthquake or other property hazard or casualtycasualty (the “Casualty”), Borrower Tenant shall give prompt immediate written notice thereof to Lender Landlord. If Landlord estimates (such estimate to be performed within thirty (30) calendar days of Landlord’s receiving knowledge of the Casualty damage)(the “Casualty Notice”) that the damage can be repaired so that Landlord can deliver the Premises to Tenant in the same condition as on the Effective Date within two hundred and ten (210) days after Landlord becomes aware of such damage, and if there are sufficient insurance proceeds available to so repair such damage, the occurrence of such Casualty, and then Landlord shall proceed with reasonable diligence to so restore the Premises and this Lease shall not terminate. If, in Landlord’s estimation, the damage cannot be repaired within such 210 day period, the destruction was not caused by an insurable event, or if there are insufficient insurance proceeds available to so repair such damage, Landlord may elect in its absolute discretion to either: (a) terminate this Lease (which election shall be made in the Casualty Notice) or (b) restore the Premises to substantially the condition which existed on the Effective Date and this Lease will continue. If: (a) more than twenty percent (20%) of the rentable area of the Premises is rendered unusable by such Casualty and (b) either (i) the anticipated completion date set forth in the Casualty Notice is later than two hundred ten (210) days after the date of such Casualty; or (ii) the Casualty occurs during the last eighteen (18) months of the Lease Term, Tenant may elect to terminate this Lease by delivering to Landlord a notice within forty-five (45) days after Tenant receives the Casualty Notice (or within sixty (60) days after the date of such damage or destruction if Landlord shall fail timely to give the Casualty Notice), specifying the date for the termination of this Lease. 4.9.2 If Landlord elects to restore the Premises under subparagraph 4.9.1 above, then Landlord shall, at its sole cost and expense, restore the Premises with reasonable diligence to substantially the condition existing on the Effective Date; provided that Landlord shall not be obligated to restore Tenant Improvements and Tenant Alterations installed by Tenant or Tenant’s furniture, fixtures or equipment or other personal property. The Casualty Notice shall provide notice of Landlord’s election to restore the Premises, which notice shall also specify the expected duration of such restoration. Failure to so elect shall be deemed Landlord’s decision not to restore (provided Landlord is entitled to make such election hereunder). Base Rent and Additional Rent shall xxxxx during the period of Landlord’s restoration from the date of the Casualty in the proportion by which the area of the part of the Premises which is not usable (or accessible) and is not used by Tenant bears to the total area of the Premises (except that in the event that the portion of the Premises which is rendered untenantable precludes Tenant from operating Tenant’s business in the Premises as it had been conducted prior to the Casualty, then all Rent shall be fully abated) until the date which Landlord substantially completes its restoration of the Premises to the condition as existing on the Effective Date and Tenant has substantially completed the Tenant Improvements and other Tenant Alterations to the Premises (not to exceed one hundred and eighty (100%180) percent of days after Landlord substantially completes its restoration as aforesaid). When performing such restoration, Landlord will not be obligated to spend more than the net amount of all insurance proceeds received by Lender or Borrower Landlord as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of Casualty plus an amount equal to the costs actually incurred from applicable deductible under Landlord’s insurance policy. If Landlord fails to complete such restoration within such two hundred and ten (210) day period, as such time period may be extended by Force Majeure Events described in paragraph 6.8 of this Lease, then Tenant shall have the right to time for work terminate this Lease upon five (5) Business Days’ written notice to Landlord. 4.9.3 If Landlord repairs and restores the Premises as provided in place as part this paragraph 4.9, Landlord shall not be required to replace, repair or restore any decorations, non-structural alterations, or any Tenant Alterations that were not approved by Landlord, nor any of the repair and restoration trade fixtures, furnishings, equipment or personal property belonging to Tenant. Tenant agrees to look to the provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the Damaged Property,Premises and any other related losses or damages incurred by Tenant during any reconstruction period. 4.9.4 If this Lease is terminated pursuant to this paragraph 4.9, all rent payable hereunder shall be apportioned and paid to the date of the occurrence of such damage, and Tenant shall have no further rights or remedies as against Landlord pursuant to this Lease or otherwise. 4.9.5 If the Building is damaged by fire, earthquake or other casualty and more than fifty percent (50%) of the Building is rendered untenantable, Landlord may, in its absolute discretion, elect to terminate this Lease by notice in writing to Tenant within fifteen (15) Business Days after the occurrence of such damage. Such notice shall be effective as of the date of such Casualty, provided that Tenant shall be permitted reasonable access for up to twenty (20) days following receipt of such notice to vacate the Premises. In the event of such termination, Tenant shall not be required to return the Premises in the condition required under Section 4.6. 4.9.6 Notwithstanding anything contained in this Lease to the contrary, if there is damage to the Premises or Building and the holder of any indebtedness secured by a mortgage or deed of trust covering any such property requires that the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) Business Days after Landlord is notified of such requirement. 4.9.7 Notwithstanding the foregoing, if the Premises or the Building are wholly or partially damaged or destroyed within the final eighteen (18) months of the Lease Term, Landlord or Tenant may, each at its option, elect to terminate this Lease upon written notice to the other party within thirty (30) days following such damage or destruction.

Damage or Destruction. If any Property shall be damaged or destroyeda) If, in whole or in partduring the Term, by a fire or other property hazard casualty shall render the whole or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent any portion of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if anyLeased Premises untenantable, in collecting the sameTenant's reasonable judgment, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyedand if, in whole or in partTenant's reasonable judgment, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Leased Premises can reasonably be expected to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting be restored to substantially the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in existing immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following from the completion date of such casualty, Landlord shall repair and restore the Leased Premises to substantially the same condition existing immediately prior to such casualty within such one hundred eighty (180) day period (subject to any delays caused by a "Force Majeure Event" [as hereinafter defined]). In the event that Landlord timely completes such repair and/or restoration, this Lease shall remain in full force and effect. During the period during which such repair and/or restoration is being performed, rent otherwise payable hereunder shall abate in the xxxxxrtion that the area of the Leased Premises rendered untenantable bears to the entire area of the Leased Premises until the Leased Premises is completely restored, repaired, or replaced to the satisfaction of Tenant; provided, however, that no rent shall be payable for any portion of the Leased Premises unless Tenant is able to conduct its usual business on that portion of the Leased Premises that remains tenantable. In the event that Landlord shall undertake to perform such repair and restoration of the Damaged PropertyLeased Premises, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged PropertyTenant shall, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of Landlord commencing such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance restoration, provide Landlord with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, insurance proceeds and (ii) there exist no the amount of the difference between the insurance proceeds and the full replacement cost of the Leased Premises. b) If, during the Term, a fire or other casualty shall render the whole or any portion of the Leased Premises untenantable, in Tenant's reasonable judgment, and if, in Tenant's reasonable judgment, the Leased Premises cannot reasonably be expected to be repaired and restored within one hundred eighty (180) days from the date of such casualty, then Tenant may, by written notice to Landlord sent within sixty (60) days from the date of pendencysuch casualty, stop orderterminate this Lease, which termination shall be effective as of the date of such casualty. c) If any such fire or other casualty which renders the whole or any portion of the Leased Premises untenantable occurs during the final Lease Year of the Initial Term or of any Option Period, Tenant may, within thirty (30) days after the date of such casualty, give written notice to Landlord of Tenant's intention to file mechanic's or materialman's lienextend the Term pursuant to the next applicable Renewal Option provided for in Section 3 of this Lease, mechanic's or materialman's lien or in which event Landlord shall be obligated to repair and/or restore the Leased Premises as provided in this Section 14. In the event Tenant shall not so elect to extend the Term, both Landlord and Tenant shall each have the option to terminate this Lease by written notice from the terminating party to the other lien or encumbrance party given within sixty (60) days after the date of any nature whatsoever on the Damaged Property arising out such casualty and, in such event, this Lease shall terminate as of the repair date of such casualty. d) If this Lease is terminated pursuant to this Section 14, Landlord shall promptly pay to Tenant any prepaid but unearned Basic Rent and restoration of the Damaged Property which have not either been fully bonded other charges paid by Tenant, or Tenant shall promptly pay to the satisfaction of Lender Landlord any Basic Rent and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair other charges earned and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements)unpaid, and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender Landlord shall have the use right to (i) the amount of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,insurance proceeds and

Damage or Destruction. If A. In the event of any Property shall be damaged or destroyedCasualty, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender Landlord shall, in accordance with subject to the provisions of this Section hereinafter set forth6.01, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of promptly repair such damage or destruction after deduction of its reasonable costs and expensesdamage; provided, however, that if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default such Casualty results in all or substantially all of the Building being destroyed, then this Lease shall have occurred and shall be continuing under automatically terminate as of the Loan Documents, date of such Casualty or (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible such Casualty results in damage to the condition Building or the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may Premises which cannot be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, repaired within a reasonable period of time, not to exceed one hundred eighty (180) days following from the completion date of such repair and restoration Casualty, Landlord shall notify Tenant of the Damaged Propertysame and Landlord or Tenant shall have the right, at their option, to terminate this Lease upon notice to the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed other given at any time on or before the earlier to occur of forty-five (w) ninety (9045) days following the date of such Casualty. B. In the event the amount of insurance proceeds received by Landlord from any such Casualty (less the costs of collecting the same) is insufficient to rebuild or restore the Building or the Premises to their respective conditions as existed immediately prior to such Casualty, then Landlord shall have the Maturity Date, option to terminate this Lease upon notice to Tenant given at any time on or before forty-five (x45) days following the date on which of such Casualty. Landlord's obligation to restore the business interruption insurance covered by such Borrower shall expire, (vi) Lender Tenant Improvements shall be satisfied that all limited to the amount of the termsTenant Improvement Allowance. Tenant shall restore, covenants at its sole cost and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent expense, all Tenant Improvements to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Premises, the provisions costs of which Borrower and ARC IV shall jointly and severally guaranty to Lender exceed the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements)Tenant Improvement Allowance, and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant'

Damage or Destruction. If any Property of the Improvements shall be destroyed or --------------------- damaged prior to the Closing, and the estimated cost of repair or destroyed, in whole replacement exceeds One Hundred Thousand Dollars ($100,000) or in part, by fire or other property hazard or casualty, Borrower if any Lease shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower terminate as a result of such damage or destruction after deduction of reasonable costs and the expensesdamage, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in partPurchaser may, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant written notice given to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond Seller within ten (10) Business Days following a request days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event any Xxxxxxx Money shall immediately be returned to Purchaser and submissions except as expressly provided herein to the contrary, the rights, duties, obligations, and liabilities of plans all parties hereunder shall immediately terminate and specifications for approvalbe of no further force or effect. If Purchaser does not elect to terminate this Agreement pursuant to this Paragraph, such plans or has no right to terminate this Agreement (because the damage or destruction does not exceed $100,000 and specification the Leases remain in full force and effect), and the sale of the Property is consummated, Purchaser shall be deemed approved entitled to receive all insurance proceeds paid or payable to Seller by Lender. Upon the occurrence of an Event of Default, Lender shall have the use reason of such plan destruction or damage under the insurance required to be maintained by Seller pursuant to Paragraph 9(d) hereof (less amounts of insurance theretofore received and specifications applied by Seller to restoration) and Seller shall pay to Purchaser the amount of any deductible thereunder. If the amount of said casualty or rent loss insurance proceeds is not settled by the date of Closing, Seller shall execute at Closing all permitsproofs of loss, licenses assignments of claim, and approvals required or obtained other similar instruments to ensure that Purchaser shall receive all of Seller's right, title, and interest in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal said insurance proceeds other than rent loss proceeds attributable to the costs actually incurred from time period prior to time for work in place as part of the repair and restoration of the Damaged Property,Closing.

Damage or Destruction. If any Prior to Closing, risk of loss with regard to the Property shall be borne by Seller. If the Improvements or any of the Personal Property are damaged or destroyeddestroyed prior to Closing, then: (a) if the cost of repairing such damage is less than or equal to Two Hundred Fifty Thousand and No/100, Dollars ($250,000.00) as determined by an architect mutually acceptable to Seller and Purchaser and does not give USA the right to terminate the Lease, then, at Seller’s option: (i) Seller may repair such damage as promptly as is reasonably possible, restoring the damaged property at least to its condition immediately prior to such damage and, in whole or the event such repairs have not been completed prior to Closing, then the Closing nevertheless shall proceed as scheduled and the Title Company shall withhold from Seller in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof an escrow account the funds necessary to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of make such repairs until Seller has repaired such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of hereof, at which time such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and funds shall be continuing under the Loan Documents, distributed to Seller; or (ii) Borrower Seller shall commence the repair and restoration of the Damaged Property, as nearly as possible assign to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred Purchaser all insurance proceeds payable with respect to such damage, and Purchaser shall receive a cash credit against the Damaged Property as a result Purchase Price for the amount of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceedsdeductible under Seller’s insurance policy, if any, of business interruption or rental interruption insurance, (iv) Lender and Purchaser shall be satisfied that, within a reasonable period of time, not obligated to exceed one hundred eighty (180) days following proceed to purchase the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions terms hereof; or (b) if the cost of this paragraph. The Net Proceeds shall repairing such damage is greater than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or gives USA the right to terminate the Lease, as determined by an architect mutually acceptable to Seller and Purchaser, then, at Purchaser’s option (such election to be held by Lender made in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment writing within ten days of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that event): (i) all materials installed Purchaser may elect to terminate this Contract by written notice to Seller, whereupon the Exxxxxx Money shall be returned immediately to Purchaser and work and labor performed (except neither party shall have any further obligation to the extent that they are to be paid for out of the requested disbursement) other, other than Purchaser’s indemnification obligations set forth in connection with the repair and restoration of the Damaged Property have been paid for in full, and Section 6.1 hereof; or; (ii) there exist no notice of pendencySeller shall assign to Purchaser all insurance proceeds payable with respect to such damage, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on and Purchaser shall receive a cash credit against the Damaged Property arising out Purchase Price for the amount of the repair deductible under Seller’s insurance policy, and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property sale shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, closed without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, Seller’s repairing such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,damage.

Damage or Destruction. 8.1 If the Subleased Premises or the Building or any Property shall be portion thereof are damaged or destroyed, in whole or in part, destroyed by fire or other property hazard casualty covered by Overlandlord’s fire and extended coverage insurance policy, Sublandlord shall notify Subtenant of Sublandlord’s receipt of Overlandlord’s good faith completion date to repair and restore such damage or casualty, Borrower shall give prompt notice thereof destruction pursuant to Lender and one hundred (100%) percent Section 10.10 of the net amount Xxxxxxxxx . In the event such date is more than 240 days after the date of all the damage, the Xxxxxxxxx provides that Subtenant shall have ten (10) days from the date of such notice to notify Sublandlord in writing whether it wishes to terminate this Sublease, whereupon this Sublease shall terminate thirty (30) days following such election. In the event (i) Overlandlord’s good faith completion date is less than 240 days after the date of the damage, or (ii) such good faith completion date is more than 240 days after the date of the damage and neither Overlandlord nor Landlord elects to terminate the Xxxxxxxxx within the notice period provided in Xxxxxxxxx, then (if Subtenant has not terminated this Sublease), the Xxxxxxxxx provides that Overlandlord shall commence repair or restoration as soon as practicable and shall diligently pursue such repair and restoration to completion. Notwithstanding the foregoing, however, Overlandlord shall have no obligation to repair any damage to, or restore, Sublandlord’s or Subtenant’s property located on the Premises. The Xxxxxxxxx provides that Overlandlord shall pay the cost of repair of any damage or destruction of the Building or the Premises caused by the negligence or willful misconduct of Overlandlord or its agents. Subtenant shall pay the reasonable cost of repair of any damage or destruction of the Premises, except to the extent caused by defects in construction of the Building or the negligence or willful misconduct of Overlandlord or its agents. Subtenant shall pay the reasonable cost of repair of any damage or destruction of the Building caused by the negligence or willful misconduct of Subtenants or its agents. The Xxxxxxxxx provides that the costs of Overlandlord’s repair of the Premises or the Building shall include a reasonable overhead and profit charge by Overlandlord, if the damage is the result of Subtenant’s negligence or willful act. Subtenant’s obligation to pay the cost of repairs for damage or destruction to the Premises or the Building shall be reduced by any insurance proceeds received by Lender payable to Overlandlord for such damage or Borrower destruction, but only to the extent such insurance provides for a waiver of subrogation which permits such reduction of Subtenant’s obligations. Subtenant shall vacate such portion of the Premises for such period of time as Overlandlord reasonably requires to enable Overlandlord to repair the Premises or the Building. 8.2 Pursuant to the Xxxxxxxxx, Overlandlord shall not have any obligation to repair, reconstruct, or restore the Premises during the last twelve (12) months of the Term of the Xxxxxxxxx, as a result of such any damage to or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance Premises if the cost of such repair, reconstruction or restoration, as reasonably estimated by Overlandlord, exceeds the portion of the Basic Annual Rental under the Note pertaining Xxxxxxxxx due for the remainder of the Term of the Xxxxxxxxx. If Overlandlord so elects not to repair the Damaged PropertyPremises, Subtenant may elect to terminate this Sublease by written notice to Sublandlord within twenty (20) days of receipt of Overlandlord’s notification of such election. Notwithstanding anything If Subtenant elects to the contrary set forth terminate this Sublease as provided above, if a particular Property this Sublease shall terminate twenty (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (18020) days following the completion of election by Subtenant to terminate this Sublease. If Subtenant does not elect to terminate this Sublease within such repair and restoration of the Damaged Propertytwenty (20) day period, the gross cash flow rent and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs other expenses payable by Subtenant shall not xxxxx, and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of Xxxxxxxxx, Overlandlord may repair the Premises at Sublandlord’s cost and expense, which Borrower cost and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, expense shall be paid by Borrower. In no event Subtenant as additional rent under this Sublease, and Subtenant shall Lender be obligated to make disbursements of the Net Proceeds deposit with Sublandlord in excess of advance an amount equal to estimated by Overlandlord as the costs actually incurred from time to time for work in place as part cost of the repair and restoration of the Damaged Property,such repair.

Damage or Destruction. If the Premises are damaged or destroyed by fire, earthquake or any Property other casualty to such an extent as to render the same untenantable in whole, Tenant shall give Landlord immediate notice of the occurrence of any such casualty, and this Lease shall terminate as of the date of such casualty and all rent shall be accounted for as of such date. If the Premises are damaged or destroyeddestroyed by fire, earthquake or any other casualty to such an extent as to render 40% of the Premises untenantable, Tenant shall give Landlord immediate notice of the occurrence of any such casualty. Landlord must notify Tenant within 20 days of the occurrence of such casualty, if the Premises cannot reasonably be restored within 120 days from the date of casualty. Landlord or Tenant may terminate this Lease by providing the other written notice of same within 15 days of the date of casualty. If the Premises can reasonably be restored within 90 days from the date of casualty, Landlord shall notify Tenant in whole writing within 20 days of such casualty of Landlord’s intention to restore the Premises and shall promptly commence said restoration and repair at its own expense excluding the improvements installed by Tenant and work diligently to complete same within the 90 days, and this Lease shall continue in full force and effect subject to delays arising from the collection of insurance proceeds or from Force Majeure events. In addition, Landlord agrees to use reasonable efforts to assist Tenant in partfinding temporary substitute space, including available space owned by Landlord. Landlord shall submit initial plans and specifications, and any changes thereafter, for Tenant’s review and approval. Tenant shall have the right to inspect periodically the restoration and repair work. Landlord warrants that all repairs and restoration of the Premises shall be in compliance with all Laws of all governmental authorities having jurisdiction over the Premises. Tenant at Tenant’s expense, except if same is necessitated by Landlord’s acts or omissions, shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are substantially damaged during the last year of the Primary Term or each Extended Term and Landlord reasonably estimates that it will take more than 1 month to repair such damage. If (a) the Property is damaged by fire or other property hazard casualty thereby causing the Premises to be untenantable or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%b) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Premises are partially damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and Rent shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except proportionally abated to the extent that they are to be paid for out of any actual loss of use of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender Premises by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant.

Damage or Destruction. If any Property the Premises are damaged by insured casualty and insurance proceeds have been made available to LESSOR, said damage shall be damaged or destroyedrepaired by LESSOR, to the extent of such available insurance proceeds, provided such repairs can be made in whole or in parttotal from said insurance proceeds within one hundred eighty (180) days after the occurrence of the casualty, by fire and without the payment of overtime or other property hazard or casualtypremiums. Until such repairs are completed, Borrower Base Rent and Additional Rent shall give prompt notice thereof be abated in proportion to Lender and one hundred (100%) percent that part of the net amount Premises unusable by LESSEE. If the damage is due to the fault or neglect of all insurance proceeds received by Lender LESSEE, or Borrower its employees, contractors, agents or invitees, there shall be no abatement of Base Rent, Additional Rent or any other financial obligations of LESSEE hereunder. Should the Premises be damaged as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, any cause not covered by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall or if repairs cannot be satisfied that, completed within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion casualty date, LESSOR and LESSEE shall each have the option to terminate this LEASE as of the casualty date, such notice of election to be made by within sixty (60) days of the casualty date. In the event neither LESSOR nor LESSEE elects to terminate the LEASE, Base Rent and Additional Rent shall be abated from the date of such repair and restoration of casualty until such Building repairs are completed unless the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior casualty was due to the Maturity Datefault or negligence of LESSEE. Notwithstanding the foregoing, in the event of a disaster or (x) other event rendering the date Premises temporarily unusable, LESSOR shall fully cooperate with LESSEE in implementing any "business recovery plan" imposed on which the business interruption insurance covered by such Borrower shall expireLESSEE under federal banking regulations. By way of example and not of limitation, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents LESSOR will continue to be complied cooperate with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that LESSEE: (i) all materials installed and work and labor performed (except in the placement of any temporary banking facility to be located elsewhere in any available useable vacant space within the Building or to be located external to the extent that they are to be paid for out Building on a portion of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, parking lot or other Building common area; and (ii) there exist no notice to coordinate the supply of pendency, stop order, notice of intention electrical power to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance such temporary banking facility including allowing the placement of any nature whatsoever on necessary auxiliary power unit(s) and the Damaged Property arising out modification of the repair and restoration of the Damaged Property which have not either been fully bonded Building electrical connectors to the satisfaction of Lender and discharged of record or in the alternative fully insured over allow electrical service to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject supplied to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,temporary banking facility.

Damage or Destruction. If 22.1 In the event of damage to or destruction of all or any Property portion of the Premises or the improvements and fixtures thereon (collectively, "improvements") arising from a risk covered by the insurance described in Section 21.2, Landlord shall within a reasonable time commence and proceed diligently to repair, reconstruct and restore (collectively, "restore") the Site Improvements and Building Shell to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Landlord shall be responsible for all insurance deductibles attributable to the Site Improvements and Building Shell, and for all costs of restoration of the Site Improvements and Building Shell in excess of insurance proceeds for the Site Improvements and Building Shell. Tenant shall be responsible for all insurance deductibles attributable to the Tenant Improvements, and for all costs of restoration in excess of insurance proceeds for the Tenant Improvements, as an Operating Expense under Section 7.1(b). Except as expressly set forth below, this Lease shall continue in full force and effect, notwithstanding such damage or destruction. 22.2 In the event of any damage to or destruction of all or any portion of the improvements arising from a risk which is not covered by the insurance described in Section 21.2, Landlord shall within a reasonable time, at its expense, commence and proceed diligently to restore the Site Improvements and Building Shell to substantially the same condition as they were in immediately prior to the casualty, and Tenant shall within a reasonable time, at its expense, commence and proceed diligently to restore the Tenant Improvements to substantially the same condition as they were in immediately prior to the casualty. This Lease shall continue in full force and effect notwithstanding such damage or destruction; provided, however, that if the damage or destruction (i) occurs during the last two years of the term and the expense of restoration to either Landlord or Tenant exceeds $200,000, or (ii) occurs at any other time and the expense of restoration to either Landlord or Tenant exceeds $500,000, the party responsible for the cost may at its election terminate the Lease unless the other party elects to pay the full cost of restoration. 22.3 In satisfying its obligations under this Article 22, neither party shall be required to fulfill its restoration responsibilities with improvements identical to those which were damaged or destroyed; rather, with the consent of the other party, which consent will not be unreasonably withheld, the restoring party may restore the damage or destruction with improvements reasonably equivalent or of reasonably equivalent value to those damaged or destroyed. 22.4 In the event of damage, destruction and/or restoration as herein provided, there shall be no abatement of Rent, and Tenant shall not be entitled to any compensation or damages occasioned by any such damage, destruction or restoration. Notwithstanding the foregoing, in whole the event restoration of the Site Improvements and Building Shell cannot reasonably be completed within nine (9) months following the damage or in partdestruction, by fire or other property hazard or casualty, Borrower shall Landlord will give prompt notice thereof to Lender Tenant within sixty (60) days following such damage or destruction, and one hundred Tenant at its election may by written notice to Landlord terminate this Lease effective nine (100%9) percent months following such damage or destruction. In the event of such termination, Tenant shall have no responsibility for contributing to the expense of restoration. 22.5 Notwithstanding anything to the contrary contained in this Article, should Landlord be delayed or prevented from completing the restoration of the net amount improvements after the occurrence of all insurance proceeds received such damage or destruction by Lender reason of acts of God, war, government restrictions, inability to procure the necessary labor or Borrower materials, strikes, or other causes beyond the control of Landlord (but excluding economic conditions or financial inability to perform), the time for Landlord to commence or complete restoration shall be extended for the time reasonably required as a result of such event. 22.6 If an insured casualty occurs, Landlord shall make the loss adjustment with the insurance company, which adjustment shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, and the proceeds shall be paid to a fund control escrow established by Landlord and Tenant for the purpose of paying for the restoration required by this Article 22. 22.7 Tenant waives the provisions of Civil Code Section 1932(2) and 1933(4) or any similar statute now existing or hereafter adopted governing destruction of the Premises, so that the parties' rights and obligations in the event of damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, governed by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Lease.

Damage or Destruction. 4.9.1 If any Property shall be the Premises are damaged or destroyedby fire, in whole or in part, by fire earthquake or other property hazard or casualty, Borrower Tenant shall give prompt immediate written notice thereof to Lender Landlord unless Tenant is aware that the Manager has Actual Knowledge (as hereinafter defined) of such damage. As used herein, "Actual Knowledge" means and one hundred (100%) percent refers to the actual knowledge of senior management of the net amount Manager. If Landlord estimates that the damage can be repaired in accordance with the then-existing Governmental Requirements within one hundred-twenty (120) Business Days after Landlord is notified by Tenant or the Manager obtains Actual Knowledge of all such damage and if there are sufficient insurance proceeds received available to repair such damage, then Landlord shall proceed with reasonable diligence to restore the Premises to substantially the condition which existed prior to the damage and this Lease shall not terminate. If, in Landlord's estimation, the damage cannot be repaired within such one hundred-twenty (120) Business Day period or if there are insufficient insurance proceeds available to repair such damage, Landlord, within forty-five (45) Business Days after Landlord is notified by Lender Tenant or Borrower as a result the Manager obtains Actual Knowledge of such damage, may elect in its absolute discretion to either: (a) terminate this Lease or (b) restore the Premises to substantially the condition which existed prior to the damage and this Lease will continue. If Landlord elects to restore the Premises under this paragraph, then Landlord shall use commercially reasonable efforts to proceed toward completion of the restoration and (1) Landlord shall complete such restoration within twelve (12) months after the earlier of the date Landlord is notified by Tenant of such damage or destruction after deduction the date that the Manager obtains Actual Knowledge of reasonable costs such damage, (2) Tenant shall pay to Landlord, upon demand, Tenant's Pro Rata Share of any applicable deductible amount specified under Landlord's insurance and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding (3) notwithstanding anything to the contrary set forth abovecontained herein, if a particular Property Landlord shall not be required to repair or restore Tenant Improvements, Tenant Alterations (a "DAMAGED PROPERTY") shall be damaged including Telecommunication Facilities), or destroyedany or all furniture, in whole or in partfixtures, by fire equipment, inventory, improvements or other casualty, Lender shall, property which was in accordance with or about the provisions Premises at the time of this Section hereinafter set forth, make the net amount damage and was not owned by Landlord. In the case of all insurance proceeds received by Lender pursuant damage to the provisions Premises not caused by the negligence or other tortuous acts of this Agreement as the Tenant which is of a result of nature or extent that (a) such damage or destruction after deduction materially interferes Tenant's use of its reasonable costs and expenses, if any, in collecting a portion (but not all) of the same Premises (hereinafter such portion being referred to herein as the "NET PROCEEDSMaterially Affected Premises") available ), Base Rent and Additional Rent otherwise payable hereunder shall be partially abated by the amount thereof allocable to the Materially Affected Premises on a per rentable square foot basis, for the repair period beginning on the date of such casualty and restoration ending on the earlier of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible date that Landlord has substantially completed its repairs to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, Materially Affected Premises and (ii) there exist no notice the date that Tenant uses any portion of pendencythe Materially Affected Premises for the conduct of its business, stop orderand (b) it is impracticable for the Tenant to carry on its business in any of the Premises, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever all Base Rent and Additional Rent otherwise payable hereunder shall be abated for the period beginning on the Damaged Property arising out date of such casualty and ending on the earlier of (i) the date that Landlord has substantially completed its repairs to the Premises and (ii) the date that Tenant uses any portion of the repair Premises for the conduct of its business. Except for the abatement of rent if and restoration to the extent provided herein, Tenant agrees to look to the provider of Tenant's insurance for coverage for the loss of Tenant's use of the Damaged Property which have not either been fully bonded to the satisfaction of Lender Premises and discharged of record any other related losses or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses damages incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Tenant during any reconstruction period.

Damage or Destruction. If any Property 12.01 If, during the Term, more than twenty percent (20%) of either of the Premises or the Building is damaged or made untenantable by fire or other casualty, cause, condition or thing whatsoever, Landlord may, by written notice to Tenant given within one hundred twenty (120) days after such damage, terminate this Lease. Such termination shall become effective as of the date of such damage if the Premises are substantially untenantable, otherwise as of the date thirty (30) days following the service of such notice of termination of this Lease. Unless this Lease is terminated, if the Premises are made partially or wholly untenantable as aforesaid, Landlord, subject to the provisions of this Section 12, shall restore the same at Landlord's expense with reasonable promptness. If, as a result of a fire or other casualty, the Premises are made partially or wholly untenantable, and if Landlord fails to commence such restoration within seventy-five (75) days after Landlord is able to take possession of the damaged space in the Premises and fails to reasonably diligently complete the restoration of the Premises, Tenant may terminate this Lease by giving notice thereof to Landlord (i) not later than eighty-five (85) days after Landlord is able to take possession if Landlord has not theretofore commenced such restoration or (ii) prior to the substantial completion of such restoration, if Landlord commences such restoration within said seventy-five (75) day period, but fails to reasonably diligently complete the restoration of the Premises, and such termination shall be effective as of the fifth (5th) day after receipt of said notice by Landlord. In the event of termination of this Lease, Monthly Base Rent and Adjustments shall be prorated on a per diem basis and paid only to the effective date of such termination. If all of the Premises are untenantable but this Lease is not terminated, all Monthly Base Rent and Adjustments shall xxxxx from the date of the fire or other casualty until the Premises are ready for occupancy and reasonably accessible to Tenant. If part of the Premises is untenantable, Monthly Base Rent and Adjustments shall be prorated on a per diem basis and apportioned in accordance with the part of the Premises which is usable by Tenant until the damaged part is ready for Tenant's occupancy. In all cases, with respect to Landlord's obligations under this Section 12, such obligations shall be adjusted and all time periods extended by the period on account of delay caused by adjustment of insurance loss, strikes, governmental approvals, labor difficulties or destroyedany cause beyond Landlord's reasonable control. Notwithstanding anything to the contrary in this Section 12.01, Tenant shall not have the right to terminate this Lease and Rent shall in no event xxxxx if such fire or other casualty, cause, condition or thing was caused by the act or neglect of Tenant, its employees or agents. The following provision shall apply if, as an economic concession set forth in this Lease, Landlord has granted Tenant a credit against Monthly Base Rent or Adjustments, or both, or has granted Tenant an abatement period with respect to Monthly Base Rent or Adjustments, or both (such credits or the amount of Monthly Base Rent or Adjustments which would have accrued but for such abatement period being hereinafter referred to as "Rent Concession"): In the event that, pursuant to any provision of this Lease, Monthly Base Rent or Adjustments xxxxx, in whole or in part, by reason of the occurrence of a fire or other property hazard casualty ("Casualty Abatement") and this Lease is not terminated, then to the extent that the period of any Casualty Abatement coincides with any period that a Rent Concession would otherwise have been applicable, the Rent Concession or casualty, Borrower shall give prompt notice such portion thereof to Lender as would otherwise have been applicable if the Casualty Abatement had not occurred ("Rent Concession Balance") will be deferred until the Casualty Abatement period expires and one hundred (100%) percent the Rent Concession Balance will be effective and applied at the rate set forth in this Lease during the period immediately following the expiration of the net Casualty Abatement, provided that if the Casualty Abatement does not apply to all Monthly Base Rent or Adjustments then the Rent Concession Balance will apply to the full extent possible to that portion of the Monthly Base Rent or Adjustments, or both, which is not abated during the Casualty Abatement period. Notwithstanding the foregoing, (a) the Rent Concession Balance will not be applicable to the extent it exceeds the amount of all rent loss insurance proceeds recovered by Landlord with respect to the Casualty Abatement, (b) Tenant will not be entitled to any cash refund or credit against any other amounts due Landlord by reason of the foregoing provision and (c) the Term will not be extended by reason of the applicability of the foregoing provision. 12.02 If Landlord repairs and restores the Premises as provided in Section 12.01 above, Landlord shall repair or restore any decorations (excluding personal property), alterations or improvements to the Premises installed or approved by Landlord. Tenant shall be responsible for repair and replacement of trade fixtures, furnishings, equipment, personal property or leasehold improvements belonging to Tenant. Notwithstanding any provision of this Section 12 to the contrary, Landlord shall not be obligated to make any restorations or repairs to the Premises, the cost of which exceed the proceeds of insurance received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Landlord with respect thereto. 12.03 Notwithstanding anything to the contrary set forth abovein this Section, if a particular Property (a "DAMAGED PROPERTY") Landlord shall be damaged not have any obligation whatsoever to repair, reconstruct or destroyed, in whole restore the Premises or in part, by fire or other casualty, Lender shall, in accordance with the provisions of Building when the damage resulting from any casualty covered under this Section hereinafter set forth, make occurs during the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same last twelve (hereinafter referred to as the "NET PROCEEDS"12) available for the repair and restoration months of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire Term or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,extension thereof.

Damage or Destruction. 19.1 If the Leased Premises are totally or partially damaged or destroyed from any Property cause, thereby rendering the Leased Premises totally or partially inaccessible or unusable, Lessor shall diligently restore and repair the Leased Premises to substantially the same condition it was in prior to such damage; provided however, that (a) if such repairs and restoration cannot be completed within one year after the occurrence of such damage or destruction (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits), then either Lessor or Lessee shall have the right to terminate this Lease by giving written notice of termination to the other within forty-five (45) days after the occurrence of such damage or destruction, or (b) if such damage or destruction occurs within forty-eight (48) months prior to the expiration of the Lease Term, then Lessor shall have the right, at its sole option, to terminate this Lease by giving written notice of termination to Lessee within forty-five (45) days after the occurrence of such damage or destruction, except that should such damage or destruction occur during the last forty-eight months of the initial fifteen (15) year term or the first five (5) year extension period described in Article XXXIV and Lessee exercises its option to extend the Lease Term for five (5) years pursuant to Article XXXIV within forty-five (45) days of the date of such damage or destruction, then Lessor shall not have the right to terminate this Lease and will proceed to repair and restore the Leased Premises. If this Lease is terminated by Lessor in accordance with the above procedure, then Base Rental and Additional Rental payable hereunder shall be damaged apportioned and paid to the date of said damage or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower destruction. If this Lease is not terminated as a result of such damage or destruction after deduction destruction, then until such repair and restoration of reasonable costs the Leased Premises are substantially complete, the Base Rental and the expenses, if any, in collecting the same, Additional Rental shall be applied in reduction abated as to that portion of the outstanding Principal Balance under the Note pertaining to the Damaged PropertyLeased Premises which is unsuitable for occupancy by Lessee until such repair or restoration is completed. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of If this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement Lease is not terminated as a result of such damage or destruction after deduction of its reasonable costs destruction, then except as otherwise specified in Section 19.2, Lessor shall bear the cost and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion expenses of such repair and restoration of the Damaged Property, Leased Premises to the gross cash flow and the net cash flow extent of the Damaged Property will be restored insurance proceeds paid in connection with such damage or destruction, and Lessee shall pay to a level sufficient to cover all carrying Lessor the amount by which such costs and operating expenses exceed the insurance proceeds, if any, actually received by Lessor on account of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on such damage or before the earlier to occur of (w) ninety (90) days prior destruction. Notwithstanding anything above to the Maturity Datecontrary, or Lessor shall have the right to terminate this Lease in the event (xa) the date on which insurance is insufficient to pay the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion full cost of such repair and restoration restoration, (b) the lenders fail or refuse to make such insurance proceeds available for such repair and restoration, or (viic) Borrower zoning or other applicable laws or regulations do not permit such repair and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant restoration. 19.2 Notwithstanding anything above to the provisions of which Borrower contrary, if Lessor repairs and ARC IV restores the Leased Premises as provided in Section 19.1, Lessor shall jointly and severally guaranty not be required to Lender repair, restore or replace any decorations, alterations or improvements to the lien-free completion Leased Premises previously made by Lessee unless adequate insurance proceeds are available to pay the full costs thereof. It shall be Lessee's sole responsibility to repair, restore or replace any trade fixtures, furnishings, equipment or personal property belonging to Lessee to substantially their same condition prior to such damage or destruction; provided, however, Lessee shall not be obligated to restore or replace such items. 19.3 Notwithstanding anything to the contrary contained herein, if there is damage to or a destruction of the repair and restoration Building that exceeds 25% of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment replacement value of the Debt. The Net Proceeds together with interest earned thereonBuilding, then Lessee shall be disbursed have the right to terminate this Lease by Lender to, or as directed by, Borrower from time written notice to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender Lessor within forty-five (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender45) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon days after the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required damage or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,destruction.

Damage or Destruction. If any Property shall be damaged 17.1 In the event all or destroyed, in whole substantially all of the premises or in part, the Building are destroyed by fire or any other property hazard or casualtycasualty so as become untenantable, Borrower shall give prompt notice thereof Landlord may elect to Lender and one hundred (100%) percent terminate this Lease as of the net amount of all insurance proceeds received by Lender or Borrower as a result date of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in partdestruction, by fire notice to Tenant within thirty (30) days thereafter. In the alternative, Landlord in its sole discretion may elect to repair or other casualty, Lender shall, in accordance with rebuild the provisions of this Section hereinafter set forth, make Premises or the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement Building as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly promptly as possible at the expense of Landlord. In the event Landlord elects to the condition the Damaged Property was in immediately prior so repair or rebuild but fails to substantially complete such fire repair or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, rebuilding within a reasonable period of time, not to exceed one hundred eighty (180) days following after such damage or destruction occurs (extended for delays due to causes beyond the completion control of such repair and restoration of the Damaged PropertyLandlord), the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior then either party may thereupon terminate this Lease by notice to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist party no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within later than ten (10) Business Days following a request and submissions days after expiration of plans and specifications for approval, such plans and specification said one hundred eighty (180) day period or extension thereof. If the Premises or the Building shall be deemed approved partially damaged or injured by Lenderfire or other casualty, Landlord shall promptly repair or rebuild the same. Upon In connection with any repair or rebuilding by Landlord hereunder, should there be a substantial interference with Tenant's use of the occurrence Premises, Tenant shall be entitled to a proportionate reduction of an Event Minimum Monthly Rent while such repairs are being made, be based upon the extent other effects resulting from the casualty shall interfere with the business conducted by Tenant in the Premises; provided, however, that rent shall not xxxxx if such damage was caused by Tenant, its agents, employees and invitees, and further provided that Tenant shall not be permitted to terminate this Lease except as set forth herein. 17.2 Notwithstanding anything contained herein to the contrary, in the event the holder of Defaultany indebtedness secured by a mortgage or deed of trust covering the Premises requires that the insurance proceeds be applied to such indebtedness, Lender then Landlord shall have the use right to terminate this Lease by delivering written notice of such plan termination to Tenant, whereupon all rights and specifications obligations hereunder shall cease and all permitsterminate. No damages, licenses and approvals required compensation or obtained in connection with the claim shall be payable by Landlord to Tenant for inconvenience, loss of business or annoyance from any repair and restoration or rebuilding of any portion of the Damaged Property. The identity Premises or the Building or from the termination of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified this Lease pursuant to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,this Section 17.

Damage or Destruction. If any Property shall the Premises are damaged by Casualty, the damage (excluding damage to Tenant's personal property) will be damaged or destroyed, in whole or in part, repaired by fire or other property hazard or casualty, Borrower shall give prompt notice thereof Landlord at its expense to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower a condition as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement near as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as reasonably possible to the condition the Damaged Property was in immediately prior to such fire or other casualtythe Casualty. Landlord acknowledges that it is imperative to Tenant that the Premises be restored as quickly as possible following a Casualty; accordingly, with such alterations as may be approved by Lender, Landlord will begin repairs as soon as reasonably practicablepossible, but not later than the date that is 30 days after the date of the Casualty and shall diligently pursue will use all reasonable efforts and diligence to promptly complete the same repairs and restore the Premises in as short a time as is reasonably possible in light of the nature of the Casualty, but in no event later than, in the case of a major Casualty, the date that is 270 days after the date of the Casualty, subject to satisfactory completionExcusable Delays. If Landlord fails to begin or complete the repairs as required, (iii) Lender shall be satisfied that any operating deficits which Tenant may give Landlord notice to do so. If Landlord has not begun the repairs or completed the repairs, as applicable, within 30 days after Tenant's notice, Tenant may terminate this Lease by written notice to Landlord given within 30 days after expiration of the 30-day period. If this Lease is terminated because of the Casualty, rents and other payments will be incurred with respect prorated as of the later of the date of such Casualty or the date when Tenant ceased doing business in the Premises and will be proportionately refunded to Tenant or paid to Landlord, as the Damaged Property case may be. During any period in which the Premises or any portion of the Premises are made untenantable as a result of the occurrence of any such fire Casualty (whether or other casualty not the Premises themselves were damaged by the Casualty), all rent will be covered out abated for the period of time untenantable, plus thirty (30) days for Tenant to reopen all of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following Premises after the completion of such repair and restoration Landlord's repairs, in proportion to the Rentable Square Foot Area made untenantable as a result of the Damaged PropertyCasualty. In addition, if the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, Casualty occurs less than two (v2) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days years prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all end of the termsTerm, covenants and provisions of as the same may have been extended, Tenant may terminate this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion Lease as of the repair and restoration Casualty if the Premises may not reasonably be made tenantable within 90 days after the Xxxxxxxx.Xxxxx as of the Damaged Property in accordance with Casualty if the provisions of this paragraph. The Net Proceeds shall Premises may not reasonably be held by Lender in an interest-bearing account, and until disbursed in accordance with made tenantable within 90 days after the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Casualty.

Damage or Destruction. Section 13.1 If the Demised Premises or the Personal Property or any Property shall be part thereof are damaged or destroyed, destroyed in whole or in partpart by any casualty, the Tenant shall give the Landlord immediate notice thereof, and the Tenant shall, at its own cost and expense, whether or not such damage or destruction shall have been insured and whether or not insurance proceeds, if any, shall be sufficient for such purpose, promptly repair, alter, restore, replace and rebuild the Demised Premises or the Personal Property (each, a "Restoration") at least to the extent of the value and as nearly as practicable, to the character, quality, scope and size of the Demised Premises or the Personal Property existing immediately prior to such occurrence subject to and in accordance with the terms and provisions of Section 7.1 hereof. Landlord shall in no event be called upon to do or perform any Restoration, nor to pay for any of the costs or expenses thereof. Notwithstanding the provisions of the preceding sentence, if the Demised Premises are damaged and destroyed to the extent that they cannot reasonably be used for the conduct of the Business, and if the reasonably estimated time to complete the Restoration exceeds 180 days, the Tenant may terminate this Lease by notice to Landlord not later than thirty (30) days after such damage or destruction, provided that such termination shall only be effective if the Tenant pays or causes to be paid to the Landlord an amount equal to the greater of: (a) the amount of insurance proceeds received by the Tenant; or (b) the reasonably estimated cost of restoring the Demised Premises at least to the extent of the value and, as nearly as practicable, to the character, quality, scope and size the Demised Premises or the Personal Property existing immediately prior to such occurrence. Section 13.2 Unless this Lease is cancelled by the Tenant as provided above, this Lease shall not be affected in any manner by reason of total or partial damage or destruction of the Premises or any part thereof or by reason of the untenantability of the Demised Premises or any part thereof, for any reason, and the Tenant, notwithstanding any law or statute present or future, waives any and all rights to quit or surrender the Demised Premises or any part thereof. The Tenant's obligations hereunder shall continue as though none of such events had occurred and without abatement, suspension, diminution or reduction of any kind. The foregoing notwithstanding, if the Demised Premises shall be damaged by fire or other property hazard or casualtycasualty during any Renewal Period, Borrower and if Tenant shall give prompt notice thereof to Lender Landlord, the Basic Rent and one hundred (100%) percent any Additional Rent shall be reduced in the proportion by which the area of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction part of the outstanding Principal Balance under the Note pertaining Premises which is not usable by Tenant, as reasonably determined by Landlord, bears to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration total area of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in Premises immediately prior to such fire or other casualty, with casualty until such alterations as may repairs which are required to be approved performed by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, Tenant (iiiexcluding Long Lead Work) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender substantially completed. The Restoration shall be satisfied thatperformed in a workerlike, within a reasonable period of time, not diligent manner and Tenant shall use its best efforts to exceed one hundred eighty (180) days following complete the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or Restoration as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultantexpeditiously as possible. If Lender fails Tenant shall fail to respond within ten (10) Business Days following perform the Restoration in a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,diligent and

Damage or Destruction. If 18.1 Except as expressly set forth in this Section 18, and subject to the terms and conditions of the existing Mortgage or any Property subsequent Mortgage as authorized by Section 21, if after the Commencement Date and prior to the end of the Lease Term, the Leased Property, or any improvements or additions to the Facility shall be destroyed or damaged or destroyed, in whole or in part, part by fire or other property hazard hazard, risk, contingency or casualty, Borrower whether or not covered by insurance, or after partial condemnation not resulting in termination of this Lease, the Tenant shall give prompt to the Landlord immediate notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs thereof, and the expensesTenant shall, if anyto the extent that funds for such purpose are available from insurance proceeds, in collecting and funds provided by Landlord, promptly repair, replace and rebuild the same, shall be applied in reduction at least to the extent of the outstanding Principal Balance value, quality, condition and class equal to the buildings and improvements thereon existing immediately prior to such occurrence (as nearly as reasonably possible under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY"circumstances) shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDSrestoration"), all in accordance with Section 20 hereof If Tenant shall not commence such work within thirty (30) available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of days after the occurrence of any such fire damage, or other casualty will be covered out shall not complete said work within a commercially reasonable time after commencement of such work, Landlord may, upon written notice to Tenant, take responsibility for restoration. Except as hereafter expressly set forth, a partial or total destruction shall not annul or void this Lease except by the mutual written agreement of the Net Proceeds or by Borrower out-of-pocket or with the proceedsparties, if any, of business interruption or rental interruption insurance, (iv) Lender and there shall be satisfied that, within a reasonable period no abatement or reduction of time, not rent. The Tenant warrants to exceed one hundred eighty (180) days following the completion of such repair and restoration of Landlord that the Damaged Property, the gross cash flow and the net cash flow of the Damaged Leased Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on repaired or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property replaced in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, then existing laws and until disbursed in accordance with regulations affecting the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Leased Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all any requirements of any federal, state or local licensing authorities. 18.2 In the event of any damage or destruction as hereinabove referred to, any insurance money received by or paid to the Landlord or the Tenant or the Mortgagee under the Mortgage (to the extent allowable under the Mortgage) upon the Leased Premises by reason thereof shall be applied to such costs of repairing, restoration or rebuilding as herein provided for and required pursuant to Section 20.1 hereof. In the event the Tenant's insurance applicable Environmental Requirementsthereto has a deductible provision, the Tenant be responsible for payment of the deductible as may be required for such repair, restoration or rebuilding. 18.3 The parties acknowledge that the Mortgagee(s) under the Mortgage(s) may have the right pursuant to the Mortgage(s) to apply any insurance proceeds to the reduction of the indebtedness under the note(s) secured by the Mortgage(s). In the event of any damage or destruction to the Facility, and all plans and specifications required in connection with if the repair and restoration Mortgagee(s) or holder(s) of said note (s) uses the proceeds of insurance resulting therefrom to reduce the indebtedness of the Damaged Property shall be subject note(s) or otherwise withholds such proceeds from Tenant, and if Landlord does not, within thirty (30) days after receipt of notice of such destruction and such withholding, offer to review provide funds sufficient to effect necessary repairs, restoration or rebuilding, and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond provide such funds within ten (10) Business Days following a request and submissions of plans and specifications for approvalcommercially reasonable time thereafter, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender then Tenant shall have the use of such plan and specifications and all permitsoption, licenses and approvals required or obtained in connection with the repair and restoration if less than twenty-five percent (25%) of the Damaged Property. The identity Resident Capacity of the contractorsFacility has been rendered unusable, subcontractors and materialmen engaged in to continue to occupy the repair and restoration Leased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or, if insufficient funds are available to Tenant for repair, to terminate this Lease; or if more than twenty-five percent (25%) of the Damaged PropertyResident Capacity of the Facility has been rendered unusable, as well as either to continue to occupy the contracts under which they have been engagedLeased Premises based on payment of rent reduced proportionately to the Resident Capacity still usable or to terminate this Lease. In the event that insurance proceeds are paid to the Mortgagee, Tenant shall not be identified required to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds commence repairs prior to receiving notice from Landlord that funds will be made available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred repairs either from time to time for work in place as part of the repair and restoration of the Damaged Property,such proceeds or from Landlord.

Damage or Destruction. 12.01 If any Property shall be damaged or destroyedthe Demised Premises, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in partare damaged, by fire or other casualty, Lender shallLessor shall forthwith repair and restore the same, provided such repairs can, in accordance with Lessor's opinion, be completed within thirty (30) days form the provisions date the Demised Premises are damaged. In such event, this Lease shall remain in full force and effect, and the rent payable by Lessee shall be abated while the repairs are being made by the extent to which the Demised Premises are unusable by Lessee in the normal conduct of this Section hereinafter set forthLessee's business. In the event the repairs cannot be completed within thirty (30) days form the date the Demised Premises are damaged, make and provided the net amount of all insurance proceeds received by Lender pursuant damage affects the Demised Premises or Common Areas necessary to the provisions of this Agreement as a result Lessee's use, Lessor shall give written notice of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same fact to Lessee within five (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (1805) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) after the date on which the business interruption insurance covered by such Borrower shall expiredamage occurred and either Lessor Lessee may, within thirty (vi30) Lender shall be satisfied that all of days after the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion giving of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to notice, terminate this Lease. 12.02 Notwithstanding the provisions of which Borrower and ARC IV Section 12.01 above, Lessor shall jointly and severally guaranty have the option of terminating the Lease upon thirty (30) days written notice to Lender the lien-free completion Lessee of any of the following circumstances: (a) Where the damage or destruction arises form a casualty or cause not covered by Lessor's insurance then in force. (b) Where the building in which the Demised Premises are located in damaged or destroyed to the extent of 33-1/3 percent or more of the replacement cost thereof, whether the Demised Premises be injured or not. (c) Where the repairs cannot be made by reason of any stature, ordinance, rule or regulation of any governmental authority. 12.03 If Lessor is obligated or elects to repair any damage pursuant to this Article, Lessor shall not be required to repair or replace any improvements installed in the Demised Premises by or for Lessee, other than building standard tenant improvements made by Lessor, and Lessee shall, at Lessee's own option and expense, repair and restoration restore Lessee's portion of such improvements. 12.04 A total destruction of the Damaged Property Industrial Building in accordance with which the Demised Premises are located shall automatically terminate this Lease, and in such event, Lessor and Lessee shall have no further rights or obligations herein. 12.05 Except as otherwise expressly provided in this Article, Lessee hereby waives the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, California Civil Code Sections 1932 (2) and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender 1933 (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements4), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,.

Damage or Destruction. If any Property shall be (a) If, during the Lease term, the premises hereby leased are damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallbut not to the extent that Tenant is prevented from carrying on business in the premises, Landlord shall promptly cause such damage to be repaired; if such damage renders a substantial portion of the premises untenantable, the rent reserved hereunder (except Tenant's share of any charges for water) shall be reduced during the period of its untenantability proportionately to the amount by which the area so rendered untenantable bears to the entire area leased hereunder, and such reduction shall be apportioned from the date of the casualty to the date when the leased premises are rendered fully tenantable. Notwithstanding the foregoing, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any event such fire or other casualty will damages or destroys any of Tenant's leasehold improvements, alterations, betterments or fixtures (excluding trade fixtures), then unless such damage is covered by Landlord's insurance policy, Tenant shall cause the same to be covered out repaired or restored at Tenant's sole cost and expense and Landlord shall have no liability for the restoration or repair thereof. (b) If, during the Lease term, the premises or a substantial portion of the Net Proceeds or by Borrower out-of-pocket or with building in which the proceeds, if any, premises is situated are rendered wholly untenantable as the result of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Propertyfire, the gross cash flow and elements, unavoidable accident or other casualty, Landlord shall have the net cash flow of option either to restore the Damaged Property will be restored premises to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days their condition immediately prior to the Maturity Datecasualty or to terminate this Lease, such option shall be exercised by Landlord by written notice to Tenant within thirty (30) days after the fire, accident or (x) casualty. In the event of such termination, the rent reserved hereunder shall be adjusted as of the date on which of the business interruption insurance covered by fire, accident or casualty. If Landlord elects to restore the premises, such Borrower shall expire, (vi) Lender restoration shall be satisfied that all of the terms, covenants and provisions of this Agreement completed as promptly as reasonably possible and the other Loan Documents will continue to be complied with during and subsequent to rent reserved hereunder shall xxxxx until the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they premises are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,again rendered tenantable.

Damage or Destruction. A. If at any Property shall be time prior to the Commencement Date, the Premises are damaged or destroyeddestroyed by casualty Landlord shall give Tenant written notice ("Landlord's Pre-Commencement Repair Notice") within thirty (30) days after the damage occurs advising Tenant whether or not, in whole or in partLandlord's reasonable opinion, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of damages from such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of delay the Net Proceeds or Substantial Completion Date by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed more than one hundred eighty (180) days following beyond the completion of such repair and restoration of the Damaged Propertythen-current scheduled Substantial Completion Date. If Landlord’s Pre-Commencement Repair Notice states that in Landlord's reasonable opinion, the gross cash flow and damages from such casualty will so delay the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity then-current scheduled Substantial Completion Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that then (i) all materials installed and work and labor performed (except to Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the extent same 30-day period that they are Landlord’s Pre-Commencement Repair Notice is to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in fullgiven, and (ii) there exist no if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within thirty (30) days following the its receipt of pendencyLandlord’s Pre-Commencement Repair Notice. If at any time after the Commencement Date, stop orderthe Premises are damaged or destroyed by casualty Landlord shall give Tenant written notice ("Landlord's Post-Commencement Repair Notice") within thirty (30) days after the damage occurs advising Tenant whether or not, in Xxxxxxxx's reasonable opinion, the damages from such casualty can be repaired within one hundred eighty (180) days from the date of said casualty. If Landlord’s Post-Commencement Repair Notice states that in Landlord's reasonable opinion, the damages from such casualty cannot be repaired within such 180-day period, then (i) Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the same 30-day period that Landlord’s Post-Commencement Repair Notice is to be given, and (ii) if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within thirty (30) days following the its receipt of intention Landlord’s Post-Commencement Repair Notice. B. In the event that a casualty occurring after the Commencement Date renders the Premises untenantable or prevents access to file mechanic's or materialman's lienthe Premises for any period, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out Rent due for such period shall be abated; and in the event only a portion of the Premises is rendered untenantable and access to the Premises is not prevented, Tenant's Rent shall be equitably abated in proportion to that portion of the Premises which is rendered untenantable, provided that no abatement shall be allowed pursuant to this sentence unless the conditions making the Premises fully or partially untenantable exist for at least three (3) consecutive business days. Abatement shall continue until Landlord has substantially completed its repair and restoration obligations pursuant to Section 11.D or Section 11.E below, whichever is applicable. C. If this Lease is not terminated by either party due to a pre-Commencement Date casualty pursuant to the terms of Subsection A above, this Lease shall remain in full force and effect, and Landlord shall proceed with all due diligence to repair, restore and/or rebuild and complete the Landlord Improvements and the Tenant Improvements. Notwithstanding the foregoing, if Landlord does not substantially complete such obligations under this Section 11.C (“Landlord’s Section 11.C Restoration Obligations”) within one hundred eighty (180) days beyond the date that was the scheduled Substantial Completion Date on the date of the Damaged Property which casualty, plus any additional days that such construction is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to assume control over Landlord’s Section 11.C Restoration Obligations, upon thirty (30) days prior written notice to Landlord. In the event that Tenant elects to assume control over Landlord’s Section 11.C Restoration Obligations, (i) Tenant shall diligently and in good faith pursue substantial completion of Landlord’s Section 11.C Restoration Obligations, (ii) all insurance proceeds for such restoration shall be made available to Tenant for such purpose, and (iii) Landlord shall be liable for all costs reasonably incurred by Tenant (over and above available insurance proceeds) in undertaking such restoration. D. If this Lease is not terminated by either been fully bonded party due to a post-Commencement Date casualty pursuant to the satisfaction terms of Lender Subsection A above, this Lease shall remain in full force and discharged effect, and Landlord shall proceed with all due diligence to repair and restore the Premises (except as otherwise provided in this Lease) substantially to the condition thereof immediately prior to such damage or destruction (exclusive of record the Tenant Improvements and other tenant improvements made by Tenant, Xxxxxx's trade fixtures, equipment, decorations, signs, inventory and contents), subject to the terms, conditions, requirements and provisions hereinafter set forth in this Section 11. Tenant shall be solely responsible for restoring the Tenant Improvements and other leasehold improvements made by Tenant. Notwithstanding the foregoing, if Landlord does not substantially complete its restoration obligations under this Section 11.D (“Landlord’s Section 11.D Restoration Obligations”) within two hundred forty (240) days from the date of the subject casualty, plus any additional days that such restoration is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to assume control over Landlord’s Section 11.D Restoration Obligations, upon thirty (30) days prior written notice to Landlord. In the event that Tenant elects to assume control over Landlord’s Section 11.D Restoration Obligations, (i) Tenant shall diligently and in good faith pursue substantial completion of Landlord’s Section 11.D Restoration Obligations, (ii) all insurance proceeds for such restoration shall be made available to Tenant for such purpose, and (iii) Landlord shall be liable for all costs reasonably incurred by Tenant (over and above available insurance proceeds) in undertaking such restoration. E. Notwithstanding the provisions of Sections 11.A and 11.D above, if during the final year of the Lease Term, (i) the Premises are damaged or destroyed by casualty, and (ii) at least one third (1/3rd) of the Premises are made untenantable as a result of such casualty, Landlord shall give Tenant written notice ("Landlord's Final Year Repair Notice") within five (5) business days after the damage occurs, advising Tenant whether or not, in Landlord's reasonable opinion, the damages from such casualty can be repaired within an amount of time from the date of said casualty equal to or less than ten percent (10%) of the number of days remaining in the alternative fully insured over Lease Term from the date of said casualty. If Landlord’s Final Year Repair Notice states that in Landlord's reasonable opinion, the damages from such casualty cannot be repaired within such 10% time frame, then (i) Landlord may terminate this Lease, provided Landlord notifies Tenant of such termination within the same 5-business day period that Landlord’s Final Year Repair Notice is to be given, and (ii) if Landlord has not elected to so terminate this Lease, Tenant may terminate this Lease by giving Landlord written notice thereof within five (5) business days following the its receipt of Landlord’s Repair Notice. However, if Landlord elects to so terminate this Lease during the final year of the Lease Term, Tenant may nullify such termination if Tenant has one or more renewal options remaining and elects to exercise said option within fifteen (15) days after Xxxxxxxx’s termination notice. If this Lease is not terminated by either party pursuant to the satisfaction terms of Lender by this Section 11.E, this Lease shall remain in full force and effect, and Landlord shall proceed with all due diligence to repair and restore the title company insuring Premises substantially to the lien condition thereof immediately prior to such damage or destruction (exclusive of the Mortgage encumbering Tenant Improvements and other tenant improvements made by Tenant, Tenant's trade fixtures, equipment, decorations, signs, inventory and contents) subject to the Damaged Propertyterms, conditions, requirements and provisions hereinafter set forth in this Section 11. The repair Tenant shall be solely responsible for restoring the Tenant Improvements and other leasehold improvements made by Tenant. However, if Landlord does not substantially complete its restoration obligations under this Section 11.E (“Landlord’s Section 11.E Restoration Obligations”) within such 10% time frame, plus any additional days that such restoration is delayed due to force majeure (as defined in Section 29), Tenant shall have the right to terminate this Lease upon written notice to Landlord. Notwithstanding the foregoing provisions of this Section 11.E, if pursuant to the foregoing provisions of this Section 11.E, Xxxxxx has nullified Landlord’s termination of this Lease by exercising one of Tenant’s renewal options, the provisions of Section 11.D shall apply to Landlord’s and Tenant’s respective restoration obligations. F. If any damage or destruction of the Premises is covered by insurance, then Tenant and Landlord shall fully cooperate in filing all necessary proofs of claim with insurance companies. If pursuant to Section 11.C, 11.D or 11.F, Landlord is obligated to perform Landlord’s Section 11.C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, and if pursuant to Section 11.D or 11.F, Tenant is required to restore the Tenant Improvements and its other leasehold improvements, then all proceeds of insurance shall be deposited into escrow with a title insurance company or other construction escrow disbursing agent reasonably satisfactory to Landlord and Tenant and such insurance proceeds may only be used to pay for the costs of restoration, with any unused proceeds for Landlord’s Section 11C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, being payable to Landlord and any unused proceeds for restoration of the Damaged Property Tenant Improvements being payable to Tenant. Insurance proceeds payable with respect to property that is to be repaired or replaced shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsmade available to the party that is responsible for repairing or replacing said property, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with provided that the repair and restoration disbursement of the Damaged Property such insurance proceeds shall be subject to review a disbursement agreement reasonably acceptable to Landlord, Tenant and acceptance in all respects by Lender the title company holding the insurance proceeds. Notwithstanding the foregoing, if the documents governing Landlord’s financing of the Premises require that the lender control the disbursement of the insurance proceeds for Landlord’s Section 11.C Restoration Obligations, Landlord’s Restoration Section 11.D Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, then such documents shall govern such disbursement of such proceeds, provided they are reasonable and by require the Consultant. If Lender fails insurance proceeds for Landlord’s Section 11.C Restoration Obligations, Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, be applied toward completing the applicable restoration obligations of Landlord. G. In the event either party should elect to respond within ten (10) Business Days following a request and submissions terminate this Lease pursuant to Section 11.A above or Section 11.E above, as applicable, the effective date of plans and specifications for approval, such plans and specification termination shall be deemed approved the later of: (i) the date of said casualty, or (ii) the date Tenant vacates the Premises in the event that Tenant continues to use part of the Premises after the date of the casualty. In the event this Lease is terminated, the parties shall have no further obligations to the other, except for those obligations accrued through the effective date of such termination and except for obligations which survive termination of this Lease as per Section 33.O; and, upon such termination, Tenant shall immediately surrender possession of the Premises to Landlord. H. Notwithstanding any provision of this Section 11 to the contrary, if Landlord reasonably determines that the proceeds from Landlord’s insurance available for performing Landlord’s Section 11.C Restoration Obligations, or Landlord’s Section 11.D Restoration Obligations or Landlord’s Section 11.E Restoration Obligations, as applicable, are insufficient by Lender. Upon more than Two Hundred Fifty Thousand Dollars ($250,000.00) to pay the occurrence costs of an Event such Obligations (excluding any applicable deductible), whichever applicable, and such shortfall is not attributable to Landlord’s failure to discharge its obligations under Section 10 of Defaultthis Lease, Lender Landlord shall have the use right to terminate this Lease upon written notice to Tenant given within thirty (30) days after the damage occurs, which notice shall state the amount that such insurance proceeds are insufficient; provided, however, that Tenant shall have the right to nullify such termination if Tenant agrees to pay the amount of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds insufficient proceeds in excess of an $250,000.00. If Tenant so nullifies Landlord’s termination, Landlord shall be required to supplement its insurance proceeds referenced in Section 11.F by $250,000.00, and Tenant shall be required to supplement Landlord’s insurance proceeds referenced in Section 11.F by the amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration insufficiency in excess of the Damaged Property,$250,000.00 (as provided in Landlord’s termination notice).

Damage or Destruction. (a) If the Improvements, or the Project or any Property shall be part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard cause, and Seller shall desire to restore the Improvements or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of required by the outstanding Principal Balance under Buyer to restore the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth aboveImprovements, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender Seller shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant subject to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expensesSection, if any, in collecting immediately proceed with the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicablethereof, and shall diligently pursue complete the same work of restoration, provided that Buyer makes available to satisfactory completion, Seller as restoration progresses any insurance proceeds actually paid to Buyer in respect to such damage or destruction. If (i) in the Buyer's judgment the insurance proceeds are sufficient to complete the restoration prior to the Completion Date or such later date as Buyer may elect; (ii) the Buyer determines that its security is not impaired; and (iii) Lender no Default exists under the Transaction Documents (“Restoration Conditions”), the Buyer shall be satisfied that any operating deficits which will be incurred with respect advance the insurance proceeds to Seller as restoration progresses in the Damaged Property same manner as a result the Buyer disburses Advances of the occurrence of Acquisition Price hereunder. If any such fire one or other casualty will be covered out more of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, Restoration Conditions does not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Propertyexist, the gross cash flow and Buyer shall have no obligation to authorize further advances of Acquisition Price hereunder; provided, however, if, in the net cash flow of Buyer's judgment the Damaged Property will be restored insurance proceeds are insufficient to a level sufficient to cover all carrying costs and operating expenses of complete the Damaged Propertyrestoration, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered Seller may satisfy such condition by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free paying directly for completion of the repair and restoration of the Damaged Property in accordance with the provisions Plans in a timely manner and fully pay the costs thereof. (b) If in the Buyer's reasonable judgment the Restoration Conditions do not exist, such event shall be deemed an Event of this paragraphDefault hereunder, and the Buyer's obligation to authorize further Advances of Acquisition Price hereunder or to make insurance proceeds available for restoration shall immediately terminate. The Net Proceeds Buyer may in such case may keep any insurance proceeds as a prepayment of the Rental Payments due under the Lease, to reduce the amounts owned by Seller under the Lease and Buyer may exercise any of the other remedies which are described in Section 6.2 hereof or in the Transaction Documents. (c) In the case of loss, the Buyer is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as its interest may appear, and to collect and receipt for any proceeds. In the event the Buyer elects to apply the proceeds to restoration, in keeping with the Restoration Conditions, such proceeds shall be held by Lender in an interest-bearing accountmade available, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course time, under substantially similar terms and conditions as provided in this PSA for Advances of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Acquisition Price.

Damage or Destruction. A. If any Property shall be during the Term, the Leased Premises are less than 25% damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallbut not to the extent that Tenant, in accordance with Landlord's reasonable judgment, is prevented from carrying on the provisions of this Section hereinafter set forthPermitted Use on the Leased Premises, make Landlord shall promptly restore the net amount of all insurance proceeds received by Lender pursuant Leased Premises to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the their condition the Damaged Property was in immediately prior to such fire or other the casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect but only to the Damaged Property as a result extent of insurance proceeds recovered. B. If during the occurrence of any such Term the Leased Premises are more than 25% destroyed or so damaged by fire or other casualty will be covered out of and Tenant, in Landlord's reasonable judgment, is prevented from carrying on the Net Proceeds or by Borrower out-of-pocket or with Permitted Use on the proceedsLeased Premises, if any, of business interruption or rental interruption insurance, (iv) Lender Landlord shall be satisfied that, within a reasonable period of time, not have the option either to exceed one hundred eighty (180) days following restore the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored Leased Premises to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days their condition immediately prior to the Maturity Date, casualty or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender to terminate this Lease. Such option shall be satisfied that all exercised by Landlord by written notice to Tenant within thirty (30) days after receiving written notice from Tenant of the termscasualty. If Landlord chooses to restore the Leased Premises, covenants and provisions of this Agreement and the other Loan Documents will continue it shall prepare or cause to be complied with during and subsequent prepared a reasonable estimate of the time needed to restore the Leased Premises to their condition immediately prior to the completion of such repair and restoration and (vii) Borrower and ARC IV casualty. Such estimate shall execute and deliver accompany the written notice to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to Xxxxxx. If the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or period indicated in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental lawsnotice exceeds one hundred fifty (150) days, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond Tenant may terminate this Lease within ten (10) Business Days following days of receipt of Landlord's notice. If the restoration period is less than the period indicated above or if Tenant agrees to a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds period in excess of an amount equal one hundred fifty (150) days, then Landlord shall promptly commence such repair work and diligently proceed to complete the same. Rent shall be equitably abated for any period that the Leased Premises or any portion thereof is destroyed or damaged to the costs actually incurred extent that Tenant is substantially prevented from time to time for work in place carrying on the Permitted Use on the Leased Premises (or such portion thereof as part of the repair and restoration of the Damaged Property,applicable).

Damage or Destruction. A. If any Property the Demised Premises shall be partially damaged by fire or destroyedother casualty, the damaged portions of the Demised Premises (but not Tenant's trade fixtures or personal property) shall be repaired by and at the expense of Owner (unless such fire or casualty resulted, in whole or in part, by fire from any act or other property hazard omission, whether negligent or casualtyotherwise, Borrower of Tenant or his agents, servants, contractors, employees, invitees, or assigns, in which case such repairs shall give prompt notice thereof be at the cost and expense of Tenant), and the rent until such repairs shall be made shall be apportioned according to Lender and one hundred (100%) percent the part of the net Demised Premises which is usable by Tenant. If Tenant shall have paid rent in advance, Owner shall repay to Tenant an amount equal to that portion of all insurance proceeds received by Lender or Borrower as a result rent so paid in advance, payment of such damage or destruction after deduction of reasonable costs and which is abated. B. If the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Demised Premises are totally damaged or destroyed, in whole or in part, are rendered wholly untenantable by fire or other casualty, Lender Owner shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction within sixty (60) days after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with give Tenant written notice of Owner's election whether: 1) To terminate this Lease and thereupon the term of this Lease shall expire by lapse of time upon the third (3rd) day after such alterations as may be approved by Lender, as soon as reasonably practicablenotice is given, and Tenant shall diligently pursue vacate the Demised Premises and surrender the same to satisfactory completionOwner. If Tenant shall not be in default under this Lease, or if any monetary default existing at the time of the giving of such a notice is cured in full within three (iii3) Lender shall be satisfied that any operating deficits which will be incurred with respect days after delivery of said notice, then upon the termination of this Lease under the conditions provided for in the sentence immediately preceding, Tenant's liability for rent accruing subsequent to the Damaged Property fire or casualty shall cease and be apportioned as a result of the occurrence day following such fire or casualty, or 2) To restore or rebuild the Demised Premises in character, layout, area and equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, and it is agreed that in such event, this Lease shall continue in full force and effect, but the rent, the additional rent, and all other payments and obligations of any Tenant shall xxxxx as of the date of such fire or other casualty will be covered out casualty, until the Demised Premises shall have been fully and completely restored or rebuilt by Owner and possession thereof shall have been delivered to Tenant. Should Owner elect to send Tenant written notice under subparagraph (1) of this Article 56B, and thereafter, within one (1) year of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion giving of such repair notice, act nevertheless to restore or rebuild the Demised Premises in character, layout, area and restoration equipment (but not Tenant's trade fixtures or personal property) substantially equal to the premises damaged or destroyed immediately prior to such damage or destruction, then and in such event, Owner agrees to give Tenant a thirty (30) day unilateral option to be exercised by Tenant in the method and manner otherwise set forth in this Lease, to resume occupancy for the remaining balance of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that original lease term under all of the termsother terms and conditions set forth in this Lease. C. Owner shall not be liable for reasonable delay under the foregoing subparagraphs A or B if such delay arises by reason of adjustment of insurance on the part of Owner and/or Tenant or the reasonable delay on account of any cause beyond the control of Owner or contractors employed by Owner, covenants including, but not limited to strikes, labor disputes and provisions shortages of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to material. D. Tenant hereby expressly waives the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion Section 227 of the repair Real Property Law and restoration of any law now in force or hereafter enacted which, in substance, provides for termination of a lease of real property by reason of destruction or untenantability of the Damaged Property in accordance with Premises demised thereunder caused by fire or other casualty and agrees that the provisions of this paragraphArticle 57 shall govern and control in lieu of any such provisions of law. A. Tenant shall not, without Owner's prior written consent, place or install any sign on the exterior of the Demised Premises, or the building of which it is a part, or on the inner or outer faces of the windows or doors of the Demised Premises. The Net Proceeds Tenant shall be held permitted to install and maintain, at its own cost and expense, an exterior sign, provided the same receives the prior approval of Owner as to dimensions, shape, design, size, color, wording, material of composition and location. Tenant agrees that any exterior sign approved by Lender in an interest-bearing account, Owner shall not be installed until all approvals and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed permits are first obtained by Lender to, or as directed by, Borrower Tenant from time to time during the course of the repair governmental agencies having jurisdiction thereover and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) fees payable in connection with the repair such installation, maintenance and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, permits shall be paid by Borrower. Tenant. B. Tenant shall not place in the window's or in any display or other area visible to public view from the outside of the Demised Premises any flashing, blinking or animated sign or one which otherwise has variations in the intensity of illumination without first obtaining Owner's prior written approval. C. Tenant shall not, after having obtained the approval of Owner, change or alter any sign in any respect whatsoever, including but not limited to size, material of composition or location, without first obtaining the prior written approval of Owner, except that Tenant may change the phraseology in a sign previously approved by Owner without additional approval. D. In no the event that Owner shall Lender be obligated deem it necessary to remove any sign of Tenant in order to make disbursements any repairs, alterations or improvements in, to or upon the Demised Premises, or the building of which it is a part, Owner shall have the Net Proceeds in excess right to do so, provided the same be removed and replaced at Owner's expense, promptly upon completion of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,such repair, alteration or improvements.

Damage or Destruction. Section 23.01. If any Property the Premises and Improvements shall be damaged or destroyed, in whole or in part, by fire or any other property hazard or casualtycause required to be insured against hereunder, Borrower Tenant shall, with due diligence and reasonable promptness, but allowing for such time as may reasonably be required to adjust insurance proceeds and to prepare plans and specifications, restore the same at Tenant's sole expense in accordance with this Article 23. Notwithstanding the foregoing, if the damage shall give prompt notice thereof be so extensive, in the reasonable business judgment of Tenant arrived at in good faith, as to Lender and one hundred (100%) percent prevent the use of the net amount Premises and Improvements by Tenant for the purposes set forth in Section 5.02 hereof, Tenant may, provided it has removed all debris from the Premises and Improvements within six (6) months of the date of damage, no later than three (3) years after the date of the damage give Landlord a notice stating that it elects to cancel this Lease, and upon fulfillment of the conditions set forth in Section 23.05 hereof, this Lease shall be deemed cancelled and the term thereof shall expire on the date when such conditions are fulfilled, and Tenant shall surrender possession of the Premises as provided in Article 16 hereof, and promptly thereafter the additional rent shall be apportioned as of the date of such expiration and any additional rent paid for any period beyond said date shall be repaid to Tenant. If this Lease is cancelled pursuant to this Section, Tenant shall have the absolute right to any proceeds of insurance required by Section 19.01 hereof which are not needed to fulfill the conditions set forth in Section 23.05 hereof. Provided Tenant elects not to cancel the Lease, all restoration work shall be done and completed by Tenant at Tenant's sole expense with due diligence and reasonable promptness, subject to ordinary delays and to force majeure and to delays in the making of insurance adjustments. In such event, any insurance proceeds received paid to Tenant pursuant to Article 19 hereof shall be held by Lender Tenant in trust to be used for the cost of restoration of the Premises and Improvements to a complete architectural unit before being applied to any other purpose. Any restoration, replacement, repair or Borrower as a result rebuilding required to be made under this Article, involving an estimated cost of more than Two Hundred Fifty Thousand and 00/100 ($250,000.00) Dollars shall be made under the supervision of an architect selected by Tenant and reasonably satisfactory to Landlord, at the expense of Tenant, and shall not be undertaken until plans and specifications of such damage or destruction after deduction of reasonable costs work shall have been filed with and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, reviewed by fire or other casualty, Lender shall, Landlord in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,5.06 hereof.

Damage or Destruction. 29..1 If the Leased Premises are at any Property shall be damaged time destroyed or destroyeddamaged, the following provisions will apply: (i) if the Leased Premises are fit for tenancy in whole or in part, by fire the Lease shall continue in full force and effect without abatement or other property hazard diminution of any Minimum Net Net Rental or casualtyOperating Costs and Taxes; (ii) if the Leased Premises are rendered partly unfit for tenancy, Borrower this Lease shall give prompt notice thereof continue in full force and effect, except that the Minimum Net Net Rental and Operating Costs and Taxes will xxxxx to Lender the extent Landlord's Architect determines that the Leased Premises cannot reasonably be used for their intended purposes; (iii) if the Leased Premises are rendered wholly unfit for tenancy, this Lease shall continue in full force and one hundred effect, except that Minimum Net Net Rental and Operating Costs and Taxes will fully xxxxx, PROVIDED, HOWEVER, THAT IF SUCH CONDITION(S) ARE NOT RECTIFIED WITHIN SEVENTY-FIVE (100%75) percent DAYS, TENANT MAY TERMINATE THIS LEASE UPON TEN (10) DAYS NOTICE; (iv) all abatements will occur from the date of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs until the date that the Leased Premises are delivered to Tenant; (v) Landlord will commence and proceed diligently to reconstruct, rebuild or repair any damage to the expensesLeased Premises to meet Landlord's base building criteria for that Property which Landlord may modify to be consistent with the plans, if any, in collecting specifications and design criteria for the same, shall be applied in reduction rebuilding of the outstanding Principal Balance Building and/or the Leased Premises, chosen by Landlord acting reasonably; (vi) to restore the Leased Premises, Landlord will be under no obligation to perform work other than that stipulated in subparagraph (v) above; (vii) whether or not the Note pertaining damage to the Damaged Property. Notwithstanding anything Leased Premises may have been caused by Tenant's negligence or fault, Tenant shall commence to repair, rebuild or reconstruct, at its own cost, all leasehold improvements, fixturing and equipment in the Leased Premises within fifteen (15) days from Landlord's notice that Landlord has completed its work and Tenant shall complete said work within thirty (30) days from Landlord's notice; (viii) Tenant shall not be entitled to any allowance, inducement, payment or other consideration from Landlord in connection with Tenant's work described in sub-paragraph (vii) above, even if such allowance, inducement, payment or other consideration was made at the time of original construction of the Leased Premises. 29..2 Despite any provision to the contrary set forth abovecontained in this Lease and, specifically but without limitation, anything contained in the present Article, if a particular the Property (a "DAMAGED PROPERTY") shall be is totally or partially damaged or destroyeddestroyed (whether the Leased Premises are affected or not), in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that and: (i) no default shall have occurred and shall in the Landlord's opinion, the damaged or destroyed portions cannot reasonably be continuing under repaired, restored or rebuilt within one (1) year following the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire occurrence without overtime or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,special arrangements; or

Damage or Destruction. If any Property shall be damaged all or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent a part of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be Premises are damaged or destroyed, in whole or in part, by fire or other casualty, Lender shallor if the Building is so damaged that access to or use and occupancy of the Premises is materially impaired, in accordance with Landlord shall promptly give Tenant notice of Landlord's reasonable estimate of the provisions of this Section hereinafter set forth, time required to make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same repairs (hereinafter referred to as the "NET PROCEEDSDamage Estimate") available for ). If the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed Damage Estimate is one hundred eighty (180) days following or less, then Landlord shall use diligent and commercially reasonable efforts to commence promptly and pursue to completion the completion of such repair the damage and restoration this Lease shall remain in full force and effect. If the Damage Estimate is more than one hundred eighty (180) days, Landlord, at its option exercised by written notice to Tenant within sixty (60) days of the Damaged Property, the gross cash flow and the net cash flow date of the Damaged Property will be restored to a level sufficient to cover all carrying costs damage, shall either (a) repair the damage, in which event this Lease shall continue in full force and operating expenses effect, or (b) terminate this Lease as of the Damaged Propertydate specified by Landlord in the notice, (v) Lender 29 which date shall be satisfied that not less than thirty (30) days nor more than sixty (60) days after the repair date such notice is given, and restoration of this Lease shall terminate on the Damaged Property will be completed on or before date specified in the earlier notice. Notwithstanding anything to occur of (w) the contrary contained in this Paragraph 26, if the initial Damage Estimate is more than ninety (90) days prior to the Maturity Datedays, or (x) and the date on which Landlord reasonably anticipates the business interruption insurance covered repairs of such damage will be completed is during the last twelve (12) months of the Lease term, Landlord and Tenant shall each have the option to terminate this Lease as of the date of such damage by giving written notice to the other, in the case of Landlord together with the Damage Estimate, or, in the case of Tenant, within thirty (30) days of Tenant's receipt of the Damage Estimate. Notwithstanding anything to the contrary in this Paragraph 26, if damage which would otherwise lead to a right to terminate this Lease results from the willful misconduct of Landlord or Tenant, the party from whose misconduct such damage results shall have no right to terminate this Lease. If the fire or other casualty damages the Premises or the common areas of the Real Property necessary for Tenant's use and occupancy of the Premises, Tenant ceases to use any portion of the Premises as a result of such damage, and the damage does not result from the negligence or willful misconduct of Tenant or any other Tenant Parties, then during the period the Premises or portion thereof are rendered unusable by such Borrower shall expiredamage and repair, (vi) Lender Tenant's Monthly Rent and Additional Rent under Paragraphs 5 and 7 above shall be satisfied that all proportionately reduced based upon the extent to which the damage and repair prevents Tenant from conducting, and Tenant does not conduct, its business at the Premises. Landlord shall not be obligated to repair or replace any of Tenant's movable furniture, equipment, trade fixtures, and other personal property, nor any Alterations installed in the Premises by Tenant, and no damage to any of the termsforegoing shall entitle Tenant to any abatement, covenants and provisions of this Agreement Tenant shall, at Tenant's sole cost and the other Loan Documents will continue to be complied with during expense, repair and subsequent to the completion of replace such items. All such repair and restoration and (vii) Borrower and ARC IV replacement of Alterations shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property be constructed in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,Paragraph 9 above regarding Alterations.

Damage or Destruction. If (a) In the event of any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction by fire, the elements or casualty (hereinafter called “Destruction”) to all of reasonable costs any part of Tenant’s Building or any other Improvements, except as provided below, Landlord shall commence promptly, and the expenseswith due diligence continue, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything restore same to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting substantially the same condition as existed immediately preceding the Destruction, except as otherwise provided in this Article. If the Destruction is partial, Landlord shall substantially complete the restoration within one hundred thirty-five (hereinafter referred 135) days following receipt of written authorization to as proceed with restoration from the "NET PROCEEDS") available for Tenant’s Insurance carrier. If the repair and Destruction is total, Landlord shall complete the restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following after the Destruction. Tenant shall have the right to require Landlord to make changes to the Demised Premises in the course of such restoration. If the cost and expense of restoration of the Demised Premises is increased by any change or changes required by Tenant then Tenant shall pay to Landlord, as a Additional Rent, after the completion of such repair restoration (within thirty (30) days after demand therefor) the amount by which the cost and expense of restoration of the Damaged PropertyDemised Premises was thereby increased as set forth in a Change Order signed by Landlord and Tenant. Furthermore the time to complete the restoration shall be extended by a reasonable amount of time. (b) If, the gross cash flow and the net cash flow (i) as a result of any Destruction, fifty (50%) percent or more of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses total floor area of Tenant’s Building is damaged, destroyed; or (ii) the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will Demised Premises either, (a) cannot reasonably be expected to be substantially completed within the time periods set forth above, and/or (b) is not actually substantially completed within the time periods set forth above; then in either of such events, Landlord or Tenant may elect to terminate this Lease by giving notice to the other of such election on or before the earlier to occur of (w) date which is ninety (90) days prior to after the Maturity DateDestruction, or stating the date of termination which shall be not more than thirty (x30) days after the date on which such notice of termination shall have been given and: (1) upon the business interruption insurance covered by date specified in such Borrower notice this Lease and the term hereof shall cease and expire, ; and (vi2) Lender any Fixed Rent and Additional Rent paid for a period after the date of the Destruction shall be satisfied that all refunded to Tenant upon demand. (c) If, as a result of any Destruction, Tenant loses the use of the terms, covenants and provisions whole or any part of this Agreement and the Tenant’s Building or any other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion part of the repair Demised Premises, Fixed Rent and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds Additional Rent shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except xxxxx equitably to the extent Tenant is deprived of such use. If by reason of any Destruction Tenant, in its reasonable opinion, determines that they are to remain open for business is not reasonably practicable and Tenant closes Tenant’s Building for business, Fixed Rent and Additional Rent shall be paid for out of abated in full until the requested disbursement) in connection with the repair and restoration of the Damaged Property condition which caused Tenant so to close shall have been paid for in full, and remedied. (iid) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property Insurance proceeds shall be done and completed by Borrower deposited in an expeditious and diligent fashion and in compliance trust with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required bank or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,trust company.

Damage or Destruction. (a) If the Improvements or the Property, or any Property shall be portions or part thereof, are damaged or destroyed, in whole or in part, destroyed by fire or any other property hazard or casualtycause, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with at its election or upon the provisions request of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant Bank and subject to the provisions of this Agreement Section, promptly proceed with the restoration thereof in accordance with such plans and specifications as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred been prepared by an architect or engineer acceptable to Bank and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair submitted to and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by LenderBank, as soon as reasonably practicablewhich approval will not be unreasonably withheld or delayed (herein, the “Plans”), and shall diligently pursue complete the same work of restoration, on the condition that Bank makes available to satisfactory completion, (iii) Lender shall be satisfied that Borrower as restoration progresses any operating deficits which will be incurred with insurance proceeds actually paid to Bank in respect to such damage or destruction, which proceeds Bank shall make available in accordance with this Section 5.6. If (i) in Bank’s judgment the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level insurance proceeds are sufficient to cover all carrying costs and operating expenses of complete the Damaged Property, restoration no later than thirty (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (9030) days prior to the Maturity Date; and (ii) no Event of Default exists under the Loan Documents, other than an Event of Default arising from the damage or destruction (x) collectively, the date on which “Restoration Conditions”), Bank shall advance the business interruption insurance covered by such proceeds to Borrower shall expire, (vi) Lender shall be satisfied that all as restoration progresses in the same manner as Bank customarily disburses advances of construction loan proceeds under construction loans. If any one or more of the termsRestoration Conditions does not exist and does not come into existence within thirty (30) days following notice thereof from Bank to Borrower, covenants Bank may call the Loan immediately due and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property payable in accordance with the provisions of this following paragraph. The Net Proceeds shall be held ; provided, however, if, in Bank’s reasonable judgment the insurance proceeds are insufficient to complete the restoration, Borrower may satisfy such condition by Lender depositing with Bank additional money as in an interest-bearing account, and until disbursed Bank’s reasonable judgment is sufficient to complete the restoration in accordance with the provisions Plans in a timely manner and fully pay the costs thereof. (b) If in Bank’s judgment the Improvements cannot be restored in accordance with the Plans in a timely manner as described above or, if Borrower does not or cannot deposit additional money as in Bank’s judgment is required to complete the restoration and fully pay the cost thereof, or if an Event of this paragraphDefault exists under the Loan Documents, and such matters are not cured within thirty (30) days following notice thereof from Bank to Borrower, such event shall constitute additional security be deemed an Event of Default hereunder, and Bank’s obligation to make insurance proceeds available for restoration shall immediately terminate. Bank may in such case apply any insurance proceeds and/or owner’s equity in the payment manner set forth in Section 5.6(a) hereof, to reduce the outstanding Obligations of Borrower under the Loan and may exercise any of the Debtother remedies which are described in Section 8.2 hereof or in the Loan Documents. (c) In the case of loss for which the cost to repair or restore is reasonably estimated to be in excess of $500,000.00, Bank is hereby authorized to participate in any settlement or adjustment of claims under insurance policies, as its interest may appear, and to collect and receipt for any proceeds. The Net Proceeds together In the event Bank elects to apply, or is obligated under Section 5.6(a) to apply, the proceeds to restoration, in keeping with interest earned thereonthe Restoration Conditions, such proceeds shall be disbursed by Lender tomade available, or as directed by, Borrower from time to time during time, in the course same manner as Bank customarily disburses advances of construction loan proceeds under construction loans. (d) Notwithstanding anything herein, in the Note, or in any other Loan Documents to the contrary, no Prepayment Premium (as defined in the Note) shall be due or payable in the event that Bank shall apply any insurance proceeds or condemnation awards to pay down all or any portion of the repair and restoration outstanding principal balance of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall Loan in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property accordance with Sections 5.6 or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,5.7 hereof.