Common use of Disbursement of Net Proceeds Clause in Contracts

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case pursuant to the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds (or any portion thereof) as so agreed; if they are not able to so agree (or with respect to any portion of Received Proceeds not so agreed), the parties shall submit the dispute to arbitration in accordance with Sections 6.3 and 6.4 hereof.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Any Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered used to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any pay the cost of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case Restoration Work pursuant to the Escrow Agreement, and such Received Proceeds Sections 3.2 or 3.3 hereof shall be held by Lender and distributed in accordance with shall be paid out from time to time to Borrower as the Escrow Agreement.work progresses (less any reasonable out-of-pocket costs of Lender or Trustee and any reasonable charge of Trustee of recovering and paying out such proceeds, including reasonable attorneys’ fees and costs allocable to inspecting the work and the plans and specifications therefor), subject to each of the following conditions: (b) QPRC Each request for payment shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest made on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within not less than ten (10) Business Days from prior notice to Lender and shall be accompanied by a certificate of an Architect stating (i) that all of the Restoration Work completed has been performed in compliance with the approved plans and specifications, (ii) that the sum is justly due, or is required to reimburse Borrower for payments justly made, to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work (giving a brief description of such services and materials), and (iii) that the undisbursed Net Proceeds (plus any amounts covered by the items delivered under Section 3.3(c) above) are sufficient to complete the Restoration Work; provided, however, that Lender shall not be obligated to disburse such funds if Lender reasonably determines that Borrower shall not be in compliance with conditions set forth in Section 3.3 (b) hereof. Additionally, each request for payment shall contain a statement signed by Borrower approving both the Restoration Work performed to date and the Restoration Work covered by the request for payment in question. As to any personal property covered by the request for payment, Lender shall be furnished with satisfactory evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the personal property. (c) For any Taking or casualty in excess of $100,000.00, each request for payment shall be accompanied by lien waivers (and if same are conditioned upon payment, Lender may, at its option, disburse such payment directly to the applicable provider of goods and/or services or by means of a two-party check payable to Borrower and such provider) covering that part of the Restoration Work for which payment or reimbursement is being requested and, if required by Lender in connection with any request for payment in excess of $100,000, a search prepared by a title company, or by other evidence satisfactory to Lender indicating that no mechanics’ or other liens or title retention instruments have been filed in connection with such Restoration Work. (d) Proceeds shall not be disbursed more frequently than once every thirty (30) days. (e) Until such time as the Restoration Work has been completed and Lender shall have received copies of any and all final certificates of occupancy or other Licenses required to comply with all Legal Requirements, Lender shall be entitled to retain up to ten percent (10%) of the cost of the Restoration Work (the “Retention Amount”). Borrower hereby covenants diligently to seek to obtain all Licenses. Provided no Event of Default shall exist, promptly after the completion of the Restoration Work and delivery of such Licenses to Lender, Lender shall pay the Objection Notice, they shall jointly instruct Retention Amount to Borrower. Any excess Net Proceeds remaining after the Escrow Agent in writing, in accordance with the terms completion of the Escrow AgreementRestoration Work shall, so long as no Event of Default exists, be remitted to disburse Borrower. (f) The application or release by Lender of any proceeds shall not be deemed a cure or waiver of any default or Event of Default. (g) If Borrower (i) shall fail promptly to submit to Lender for approval plans and specifications for the Received Proceeds Restoration Work approved by the Architect and by all Governmental Authorities whose approval is required, (ii) shall fail to promptly commence such Restoration Work after obtaining all approvals, (iii) shall fail to diligently prosecute such Restoration Work to completion, or (iv) shall fail in any other respect to comply with its Restoration Work obligations under Section 3.3 and this Section 3.4, then Lender or any portion thereofreceiver of the Property, upon five (5) as so agreed; if they are not able days prior notice to so agree Borrower (or with respect to any portion except in the event of Received Proceeds not so agreedemergency in which case no notice shall be required), shall have the parties shall submit right but not the dispute obligation to arbitration in accordance with Sections 6.3 perform or cause to be performed such Restoration Work, and 6.4 hereofmay take such other steps as it deems advisable. Borrower hereby waives any claim, other than for gross negligence or willful misconduct, against Lender and any receiver arising out of any act or omission of Lender or such receiver pursuant hereto.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received If Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise are required to be delivered made available for Restoration pursuant to QPRC either Section 8.1.2 or any other Patent Owner8.1.3 hereof, and (ii) the Lender shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received make such Net Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, available to the Escrow AgentProperty Owner for the Restoration; provided that, except in respect of Net Proceeds which do not exceed $250,000 in total, each case pursuant to of the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the followingfollowing conditions are met: (i) The amount no Event of the Received ProceedsDefault shall have occurred and be continuing; (ii) The sum no Lease of all Monetization Expenses greater than 15,000 NRSF or having an annual base rent of greater than $360,000 shall be terminated as a result of such Casualty or Partial Condemnation and Other Expenses related neither the Property Owner nor the Borrower has received notice of termination relating to the Patent any such Lease (or Patents underlying the Received Proceedsotherwise has Knowledge that a party to any such Lease intends to terminate such Lease); (iii) The amounts required the Borrower causes the Property Owner to be paid promptly commence Restoration and diligently pursue the same to all Persons from Gross Monetization Proceeds from which completion to the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payeeLender's reasonable satisfaction; (iv) The accrued Restoration is done and unpaid principal diligently completed by the Property Owner in material compliance with all Legal Requirements and interest on the Notes through Property and the date use thereof after Restoration will be in material compliance with and permitted under all Legal Requirements and the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement)terms hereof; (v) The Net Proceeds Percentage the quality and character of Net Proceeds the Mortgaged Property after Restoration shall be comparable to be paid the quality and character of the Mortgaged Property immediately prior to UWH under this Agreement.such Casualty or Partial Condemnation; (cvi) UWH shall have five (5) Business Days from receipt the estimated time to complete the Restoration, as estimated by the Construction Consultant, does not exceed the effective period of a Received Proceeds Disbursement Notice business interruption insurance available to review and approve the calculations and proposed disbursements set forth therein.Lender on account of such Casualty or Partial Condemnation; (ivii) If UWH approves the proposed disbursements set forth in Property Owner delivers to the Lender a Received Proceeds Disbursement Notice, UWH written undertaking that it will expeditiously commence and QPRC shall jointly instruct the Escrow Agent in writing, satisfactorily complete with due diligence Restoration in accordance with the terms of this Agreement; and (viii) the Escrow AgreementBorrower delivers to the Lender reasonable evidence that the Net Proceeds, together with any Net Proceeds Deficiency, are sufficient to disburse cover all costs of the Received Restoration as determined by the Construction Consultant and that the full undisbursed amount of the Senior Loan will be made available in accordance with and subject to the provisions of the Senior Loan Documents notwithstanding such Casualty, Condemnation and/or Restoration. In the event any of the foregoing conditions are not satisfied at any time, the disbursement of Net Proceeds shall be made in accordance with Section 8.1.5 hereof. (b) The Net Proceeds shall be held in an interest-bearing escrow account designated by the Lender, and until disbursed in accordance with the proposed disbursements set forth provisions of this Section 8.1.4 shall constitute additional security for repayment of the Loan. The Net Proceeds shall be disbursed by the Lender to the Borrower from time to time during the course of Restoration (but not more frequently than once in any calendar month), upon (x) receipt of evidence (including lien waivers) reasonably satisfactory to the Lender and the Title Company, providing 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 Restoration have been paid for in full, and (ii) there exist no notices of pendency, stop orders, mechanic's or materialman's Liens or notices of intention to file same (other than notices of Lien or other inchoate Liens with respect to amounts not yet due and payable), or any other Liens or encumbrances of any nature whatsoever affecting the Mortgaged Property arising out of the Restoration which have not either been fully bonded to the satisfaction of the Lender and discharged of record or in the Received alternative fully insured to the satisfaction of the Lender by the Title Companies or are being contested as permitted under Section 5.1(b)(ii) hereof and (y) the satisfaction of disbursement procedures reasonably required by Lender. The Lender's expenses for processing the payment of Net Proceeds Disbursement Noticeto the Borrower shall be deducted, as applicable, from each disbursement of Net Proceeds. (iic) If UWH objects All plans and specifications required in connection with any Restoration (other than plans and specifications conforming to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH the approved Plans and Specifications) shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt be reviewed and reasonably approved by the Construction Consultant and the Lender. The Lender shall have the use of the Received plans and specifications and all Permits, Licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in such Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by the Lender and the Construction Consultant (which approval shall not be unreasonably withheld or delayed). All reasonable, out-of-pocket costs and expenses incurred by the Lender in connection with making the Net Proceeds Disbursement Noticeavailable for the Restoration including, specifying without limitation, reasonable attorneys' fees and disbursements and the Construction Consultant's fees, shall be paid by the Borrower. (d) In no event shall the Lender be obligated to make disbursements of Net Proceeds in detail its objections excess of an amount equal to the calculationscosts actually incurred from time to time for work in place as part of the Restoration, as certified by the Construction Consultant, minus the Retainage for the applicable contracts or subcontracts. The parties final advance of Retainage for the applicable contracts and subcontracts shall work together in good faith not be made until (i) thirty (30) days after the Construction Consultant certifies to resolve any objections set forth in the Objection Notice, and if Lender that (A) the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, Restoration has been completed in accordance with the terms provisions of this Section 8.1.4, and (B) all Governmental Approvals necessary for the occupancy or re-occupancy and use of the Escrow AgreementMortgaged Property have been obtained from all appropriate Governmental Authorities, (ii) the Lender receives evidence satisfactory to disburse the Received Proceeds Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Retainage, and (or any iii) the Lender receives and approves an endorsement to the Qualified Title Policy insuring that the Mortgaged Property is subject to no Liens other than Permitted Encumbrances. If required by the Lender, the release of the final portion thereof) as so agreed; of the retainage shall be approved by the surety company, if they are not able to so agree (or any, which has issued a Payment and Performance Bond with respect to the contractor, subcontractor or materialman. (e) If at any portion time the Net Proceeds or the undisbursed balance thereof shall not be sufficient to pay the balance of Received the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Borrower shall promptly deposit with the Lender Cash or Cash Equivalents in an amount equal to the deficiency, without duplication of and except for any amounts deposited with the Senior Lender under Section 8.1.4 of the Senior Loan Agreement (the "Net Proceeds not so agreedDeficiency"), before any further disbursement of the parties Net Proceeds shall submit be made. The Net Proceeds Deficiency deposited with the dispute Lender shall be held by the Lender in an interest-bearing account and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to arbitration the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 8.1.4(e) hereof shall constitute additional security for the obligations of the Borrower hereunder. (f) Provided that no Event of Default shall then exist, if at any time the Net Proceeds, together with any Net Proceeds Deficiency, or the undisbursed balance thereof, shall be in excess of the balance of the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Lender shall pay such excess to the Borrower. No payment made to the Borrower pursuant to this Section 8.1.4(f) shall in any event prevent the Lender from requiring the Borrower to make further Net Proceeds Deficiency deposits in the event same shall be required pursuant to Section 8.1.4(e) hereof. (g) Any excess of Net Proceeds (together with any earnings thereon) and the remaining balance, if any, of the Net Proceeds Deficiency deposited with the Lender (together with any earnings thereon) shall be remitted by the Lender to the Borrower (provided that no Event of Default shall have occurred and be continuing under this Agreement), after the Construction Consultant certifies to the Lender that Restoration has been substantially completed in accordance with Sections 6.3 the provisions of this Section 8.1.4 and 6.4 hereofthe receipt by the Lender of evidence satisfactory to the Lender that all costs incurred in connection with Restoration have been paid in full.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Any Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered used to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any pay the cost of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case Restoration Work pursuant to the Escrow Agreement, and such Received Proceeds Sections 3.2 or 3.3 hereof shall be held by Lender and distributed in accordance with shall be paid out from time to time to Borrower as the Escrow Agreement.work progresses (less any cost to Lender or Trustee of recovering and paying out such proceeds, including reasonable attorneys' fees and costs allocable to inspecting the work and the plans and specifications therefor), subject to each of the following conditions: (b) QPRC Each request for payment shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest made on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within not less than ten (10) Business Days from prior notice to Lender and shall be accompanied by a certificate of an Architect stating (i) that all of the Restoration Work completed has been performed in compliance with the approved plans and specifications, (ii) that the sum is justly due, or is required to reimburse Borrower for payments justly made, to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work (giving a brief description of such services and materials), and (iii) that the undisbursed Net Proceeds are sufficient to complete the Restoration Work; provided, however, that Lender shall not be obligated to disburse such funds if Lender reasonably determines that Borrower shall not be in compliance with conditions set forth in Section 3.3(b) hereof. Additionally, each request for payment shall contain a statement signed by Borrower approving both the Restoration Work performed xx xxxx and the Restoration Work covered by the request for payment in question. As to any personal property covered by the request for payment, Lender shall be furnished with satisfactory evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the personal property. (c) Each request for payment shall be accompanied by lien waivers covering that part of the Restoration Work for which payment or reimbursement is being requested and, if required by Lender, a search prepared by a title company, or by otxxx xxidence satisfactory to Lender indicating that no mechanics' or other liens or title retention instruments have been filed in connection with such Restoration Work. (d) Proceeds shall not be disbursed more frequently than once every thirty (30) days. (e) Until such time as the Restoration Work has been completed and Lender shall have received copies of any and all final certificates of occupancy or other Licenses required to comply with all Legal Requirements, Lender shall be entitled to retain up to ten percent (10%) of the cost of the Restoration Work (the "Retention Amount"). Borrower hereby covenants diligently to seek to obtain all Licenses. Provided no Event of Default shall exist, promptly after the completion of the Restoration Work and delivery of such Licenses to Lender, Lender shall pay the Objection Notice, they shall jointly instruct Retention Amount to Borrower. Any excess Net Proceeds remaining after the Escrow Agent in writing, in accordance with the terms completion of the Escrow AgreementRestoration Work shall, so long as no Event of Default exists, be remitted to disburse Borrower. (f) The application or release by Lender of any proceeds shall not cure or waive any default or Event of Default. (g) If Borrower (i) shall fail promptly to submit to Lender for approval plans and specifications for the Received Proceeds Restoration Work approved by the Architect and by all Governmental Authorities whose approval is required, (ii) shall fail to promptly commence such Restoration Work after obtaining all approvals, (iii) shall fail to diligently prosecute such Restoration Work to completion, or (iv) shall fail in any other respect to comply with its Restoration Work obligations under Section 3.3 and this Section 3.4, then Lender, Trustee or any portion thereofreceiver of the Property, upon five (5) as so agreed; if they are not able days prior notice to so agree Borrower (or with respect to any portion except in the event of Received Proceeds not so agreedemergency in which case no notice shall be required), shall have the parties shall submit right but not the dispute obligation to arbitration in accordance with Sections 6.3 perform or cause to be performed such Restoration Work, and 6.4 hereofmay take such other steps as it deems advisable. Borrower hereby waives any claim, other than for gross negligence or willful misconduct, against Lender, Trustee and any receiver arising out of any act or omission of Lender, Trustee or such receiver pursuant hereto.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Any Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered used to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any pay the cost of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case Restoration Work pursuant to the Escrow Agreement, and such Received Proceeds Sections 3.2 or 3.3 hereof shall be held by Lender and distributed in accordance with shall be paid out from time to time to Borrower as the Escrow Agreement.work progresses (less any cost to Lender of recovering and paying out such proceeds, including reasonable attorneys' fees and costs allocable to inspecting the work and the plans and specifications therefor), subject to each of the following conditions: (b) QPRC Each request for payment shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest made on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within not less than ten (10) Business Days from prior notice to Lender and shall be accompanied by a certificate of an Architect stating (i) that all of the Restoration Work completed has been performed in compliance with the approved plans and specifications, (ii) that the sum is justly due, or is required to reimburse Borrower for payments justly made, to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work (giving a brief description of such services and materials), and (iii) that the undisbursed Net Proceeds are sufficient to complete the Restoration Work; provided, however, that Lender shall not be obligated to disburse such funds if Lender reasonably determines that Borrower shall not be in compliance with conditions set forth in Section 3.3(b) hereof. Additionally, each request for payment shall contain a statement signed by Borrower approving both the Restoration Work performed to date and the Restoration Work covered by the request for payment in question. As to any personal property covered by the request for payment, Lender shall be furnished with satisfactory evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the personal property. (c) Each request for payment shall be accompanied by lien waivers covering that part of the Restoration Work for which payment or reimbursement is being requested and, if required by Lender, a search prepared by a title company, or by other evidence satisfactory to Lender indicating that no mechanics' or other liens or title retention instruments have been filed in connection with such Restoration Work. (d) Proceeds shall not be disbursed more frequently than once every thirty (30) days. (e) Until such time as the Restoration Work has been completed and Lender shall have received copies of any and all final certificates of occupancy or other Licenses required to comply with all Legal Requirements, Lender shall be entitled to retain up to ten percent (10%) of the cost of the Restoration Work (the "Retention Amount"). Borrower hereby covenants diligently to seek to obtain all Licenses. Provided no Event of Default shall exist, promptly after the completion of the Restoration Work and delivery of such Licenses to Lender, Lender shall pay the Objection Notice, they shall jointly instruct Retention Amount to Borrower. Any excess Net Proceeds remaining after the Escrow Agent in writing, in accordance with the terms completion of the Escrow AgreementRestoration Work shall, so long as no Event of Default exists, be remitted to disburse Borrower. (f) The application or release by Lender of any proceeds shall not cure or waive any default or Event of Default. (g) If Borrower (i) shall fail promptly to submit to Lender for approval plans and specifications for the Received Proceeds Restoration Work approved by the Architect and by all Governmental Authorities whose approval is required, (ii) shall fail to promptly commence such Restoration Work after obtaining all approvals, (iii) shall fail to diligently prosecute such Restoration Work to completion, or (iv) shall fail in any other respect to comply with its Restoration Work obligations under Section 3.3 and this Section 3.4, then Lender, or any portion thereofreceiver of the Property, upon five (5) as so agreed; if they are not able days prior notice to so agree Borrower (or with respect to any portion except in the event of Received Proceeds not so agreedemergency in which case no notice shall be required), shall have the parties shall submit right but not the dispute obligation to arbitration in accordance with Sections 6.3 perform or cause to be performed such Restoration Work, and 6.4 hereofmay take such other steps as it deems advisable. Borrower hereby waives any claim, other than for gross negligence or willful misconduct, against Lender and any receiver arising out of any act or omission of Lender or such receiver pursuant hereto.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received If Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise are required to be delivered made available for Restoration pursuant to QPRC either Section 8.1.2 or any other Patent Owner8.1.3, and (ii) Agent shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received make such Net Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, available to the Escrow Agent, in applicable Borrower for the Restoration; provided that each case pursuant to of the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the followingfollowing conditions are met: (i) The amount no Event of the Received ProceedsDefault shall have occurred and be continuing; (ii) The sum with respect to any Core Property subject to such Condemnation or Partial Condemnation (as applicable), such Core Property can be restored to an economic unit not less valuable (taking into account the effect of all Monetization Expenses the termination of any Leases or Material Agreements and Other Expenses related the proceeds of any rental loss or business interruption insurance which Borrower receives or is entitled to receive, in each case, due to such Casualty or Condemnation) than such Property was prior to the Patent Casualty or Patents underlying the Received ProceedsCondemnation; (iii) The amounts required the Debt Yield Maintenance Ratio of all of the Properties after such restoration and stabilization as reasonably determined by Agent is expected to be paid to all Persons from Gross Monetization Proceeds from which exceed the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payeeMinimum Debt Yield; (iv) The accrued and unpaid principal and interest on the Notes through the date the Received Proceeds were received with respect to any Core Property subject to such Condemnation or Partial Condemnation (for the avoidance as applicable), not more than twenty percent (20%) of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to Leases in such Core Property shall be paid by Patent Owners solely terminated as a result of receipt such Casualty or Partial Condemnation (as applicable) and no Borrower Affiliate shall have received notice of termination relating to any Received Proceeds under this Agreementsuch level of termination (or otherwise has no knowledge that a party to any of the foregoing agreements intends upon terminating such agreement at such level); (v) such Borrower promptly commences, or causes the prompt commencement of, Restoration and diligently pursues, or causes the diligent pursuit of, the same to Agent's satisfactory completion; (vi) Restoration is done and diligently completed in compliance with all applicable Legal Requirements and the affected Property and the use thereof after Restoration will be in material compliance with and permitted under applicable Legal Requirements and the terms hereof; (vii) the quality and character of the affected Property after Restoration shall be at least equivalent to the quality and character of such Property immediately prior to such Casualty or Partial Condemnation; (viii) the estimated time to complete the Restoration, as estimated by Agent, does not extend beyond (A) the effective period of business interruption insurance available to Agent on account of such casualty or Partial Condemnation and (B) six (6) months prior to the Maturity Date; and (ix) such Borrower delivers to Agent evidence that the Net Proceeds, together with any Net Proceeds Deficiency, are sufficient to cover all costs of the Restoration as determined by Agent. In the event any of the foregoing conditions are not satisfied at any time, the disbursement of Net Proceeds shall be made in accordance with Section 8.1.5. (b) The Net Proceeds Percentage shall be held by Agent in an interest-bearing Eligible Account at an Eligible Institution, and until disbursed in accordance with the provisions of this Section 8.1.4, shall constitute additional security for repayment of the Loan. Subject to the terms and conditions of this Article VIII, the Net Proceeds shall be disbursed by Agent to the Borrowers from time to time during the course of Restoration, upon receipt of evidence (including lien waivers) reasonably satisfactory to Agent, providing 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 Restoration have been paid for in full, and (ii) there exist no notices of pendency, stop orders, mechanic's or materialmen's liens or notices of intention to UWH file same, or any other Liens or Encumbrances of any nature whatsoever affecting the affected Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Agent and discharged of record or are being contested as permitted under this AgreementSection 5.1(b)(ii). (c) UWH All plans and specifications required in connection with any Restoration shall be reviewed and approved by Agent, which approval shall not be unreasonably withheld, conditioned or delayed, and provided that no such approval shall be required if such plans and specifications are the same as, or otherwise substantially in accordance with, the existing plans and specifications of the affected Property and the Property will, after a Restoration in accordance with such plans and specifications, comply in all respects with applicable Legal Requirements. After the occurrence of and during the continuance of an Event of Default, Agent shall have five (5) Business Days from receipt the use of a Received Proceeds Disbursement Notice the plans and specifications and all Permits required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in such Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and approve approval by Agent, which approval shall not be unreasonably withheld, conditioned or delayed. All reasonable costs and expenses incurred by Agent in connection with making the calculations Net Proceeds available for the Restoration including, without limitation, reasonable attorneys' fees and proposed disbursements set forth thereindisbursements, shall be paid by the Borrowers. (d) In no event shall Agent be obligated to make disbursements of 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 Restoration, as certified by the Borrowers' architect (which architect shall be reasonably acceptable to Agent in its sole and absolute discretion), minus the Retainage. The final advance of Retainage shall not be made until (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct Borrowers' architect certifies to Agent that (A) the Escrow Agent in writing, Restoration has been completed in accordance with the terms provisions of this Section 8.1.4, and (B) all Governmental Approvals necessary for the re-occupancy and use of the Escrow Agreementapplicable Property have been obtained from all appropriate Governmental Authorities, and (ii) Agent receives evidence reasonably satisfactory to disburse Agent that the Received Proceeds costs of the Restoration have been paid in accordance full or will be paid in full out of the Retainage. If required by Agent, the release of the final portion of the Retainage shall be approved by the surety company which has issued a Payment and Performance Bond with respect to the proposed disbursements set forth in the Received Proceeds Disbursement Noticecontractor, subcontractor or materialman. (iie) Agent shall not be obligated to make disbursements of the Net Proceeds more frequently than once in any calendar month. (f) If UWH objects at any time the Net Proceeds or the undisbursed balance thereof shall not be sufficient to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt pay the balance of the Received Proceeds Disbursement Noticetotal costs which are reasonably estimated by the Borrowers' architect or Agent to be incurred in connection with the completion of the Restoration, specifying the Borrowers shall promptly deposit with Agent Cash and Cash Equivalents in detail its objections an amount equal to the calculationsdeficiency (the "Net Proceeds Deficiency") before any further disbursement of the Net Proceeds shall be made. The parties Net Proceeds Deficiency deposited with Agent shall work together be held by Agent and shall be disbursed for costs actually incurred in good faith connection with the Restoration on the same conditions applicable to resolve any objections set forth in the Objection Noticedisbursement of the Net Proceeds, and if until so disbursed pursuant to this Section 8.1.4 shall constitute additional security for the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds (or any portion thereof) as so agreed; if they are not able to so agree (or with respect to any portion of Received Proceeds not so agreed), the parties shall submit the dispute to arbitration in accordance with Sections 6.3 and 6.4 hereofDebt.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received If Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise are required to be delivered made available for Restoration pursuant to QPRC either Section 8.1.2 or any other Patent Owner8.1.3 hereof, and (ii) the Agent shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received make such Net Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, available to the Escrow AgentProperty Owner for the Restoration; provided that, except in respect of Net Proceeds which do not exceed $250,000 in total, each case pursuant to of the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the followingfollowing conditions are met: (i) The amount no Event of the Received ProceedsDefault shall have occurred and be continuing; (ii) The sum no Lease of all Monetization Expenses greater than 15,000 NRSF or having an annual base rent of greater than $360,000 shall be terminated as a result of such Casualty or Partial Condemnation and Other Expenses related neither the Property Owner nor the Borrower has received notice of termination relating to the Patent any such Lease (or Patents underlying the Received Proceedsotherwise has Knowledge that a party to any such Lease intends to terminate such Lease); (iii) The amounts required the Borrower causes the Property Owner to be paid promptly commence Restoration and diligently pursue the same to all Persons from Gross Monetization Proceeds from which completion to the received Proceeds are derived, including Litigation Funders, Patent OwnerAgent’s Attorneys and any other party or payeereasonable satisfaction; (iv) The accrued Restoration is done and unpaid principal diligently completed by the Property Owner in material compliance with all Legal Requirements and interest on the Notes through Property and the date use thereof after Restoration will be in material compliance with and permitted under all Legal Requirements and the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement)terms hereof; (v) The Net Proceeds Percentage the quality and character of Net Proceeds the Mortgaged Property after Restoration shall be comparable to be paid the quality and character of the Mortgaged Property immediately prior to UWH under this Agreement.such Casualty or Partial Condemnation; (cvi) UWH shall have five (5) Business Days from receipt the estimated time to complete the Restoration, as estimated by the Construction Consultant, does not exceed the effective period of a Received Proceeds Disbursement Notice business interruption insurance available to review and approve the calculations and proposed disbursements set forth therein.Agent on account of such Casualty or Partial Condemnation; (ivii) If UWH approves the proposed disbursements set forth in Property Owner delivers to the Agent a Received Proceeds Disbursement Notice, UWH written undertaking that it will expeditiously commence and QPRC shall jointly instruct the Escrow Agent in writing, satisfactorily complete with due diligence Restoration in accordance with the terms of this Agreement; and (viii) the Escrow AgreementBorrower delivers to the Agent reasonable evidence that the Net Proceeds, together with any Net Proceeds Deficiency, are sufficient to disburse cover all costs of the Received Restoration as determined by the Construction Consultant and that the full undisbursed amount of the Senior Loan will be made available in accordance with and subject to the provisions of the Senior Loan Documents notwithstanding such Casualty, Condemnation and/or Restoration. In the event any of the foregoing conditions are not satisfied at any time, the disbursement of Net Proceeds shall be made in accordance with Section 8.1.5 hereof. (b) The Net Proceeds shall be held in an interest-bearing escrow account designated by the Agent, and until disbursed in accordance with the proposed disbursements provisions of this Section 8.1.4 shall constitute additional security for repayment of the Loan. The Net Proceeds shall be disbursed by the Agent to the Borrower from time to time during the course of Restoration (but not more frequently than once in any calendar month), upon (x) receipt of evidence (including lien waivers) reasonably satisfactory to the Agent and the Title Company, providing 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 Restoration have been paid for in full, and (ii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s Liens or notices of intention to file same (other than notices of Lien or other inchoate Liens with respect to amounts not yet due and payable), or any other Liens or encumbrances of any nature whatsoever affecting the Mortgaged Property arising out of the Restoration which have not either been fully bonded to the satisfaction of the Agent and discharged of record or in the alternative fully insured to the satisfaction of the Agent by the Title Companies or are being contested as permitted under Section 5.1(b)(ii) hereof and (y) the satisfaction of the other conditions precedent to Advances set forth in Sections 3.2, 3.3 or 3.4, as applicable (other than those conditions which cannot be satisfied solely due to the Received occurrence of the Casualty or Condemnation giving rise to the Net Proceeds Disbursement Noticeor are no longer applicable because Substantial Completion has occurred). The Agent’s expenses for processing the payment of Net Proceeds to the Borrower shall be deducted, as applicable, from each disbursement of Net Proceeds. (iic) If UWH objects All plans and specifications required in connection with any Restoration (other than plans and specifications conforming to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH the approved Plans and Specifications) shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt be reviewed and reasonably approved by the Construction Consultant and the Agent. The Agent shall have the use of the Received plans and specifications and all Permits, Licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in such Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by the Agent and the Construction Consultant (which approval shall not be unreasonably withheld or delayed). All reasonable, out-of-pocket costs and expenses incurred by the Agent in connection with making the Net Proceeds Disbursement Noticeavailable for the Restoration including, specifying without limitation, reasonable attorneys’ fees and disbursements and the Construction Consultant’s fees, shall be paid by the Borrower. (d) In no event shall the Agent be obligated to make disbursements of Net Proceeds in detail its objections excess of an amount equal to the calculationscosts actually incurred from time to time for work in place as part of the Restoration, as certified by the Construction Consultant, minus the Retainage for the applicable contracts or subcontracts. The parties final advance of Retainage for the applicable contracts and subcontracts shall work together in good faith not be made until (i) thirty (30) days after the Construction Consultant certifies to resolve any objections set forth in the Objection Notice, and if Agent that (A) the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, Restoration has been completed in accordance with the terms provisions of this Section 8.1.4, and (B) all Governmental Approvals necessary for the occupancy or re-occupancy and use of the Escrow AgreementMortgaged Property have been obtained from all appropriate Governmental Authorities, (ii) the Agent receives evidence satisfactory to disburse the Received Proceeds Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Retainage, and (or any iii) the Agent receives and approves an endorsement to the Qualified Title Policy insuring that the Mortgaged Property is subject to no Liens other than Permitted Encumbrances. If required by the Agent, the release of the final portion thereof) as so agreed; of the Retainage shall be approved by the surety company, if they are not able to so agree (or any, which has issued a Payment and Performance Bond with respect to the contractor, subcontractor or materialman. (e) If at any portion time the Net Proceeds or the undisbursed balance thereof shall not be sufficient to pay the balance of Received the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Borrower shall promptly deposit with the Agent Cash or Cash Equivalents in an amount equal to the deficiency, without duplication of and except for any amounts deposited with the Senior Lender under Section 8.1.4 of the Senior Loan Agreement (the “Net Proceeds not so agreedDeficiency”), before any further disbursement of the parties Net Proceeds shall submit be made. The Net Proceeds Deficiency deposited with the dispute Agent shall be held by the Agent in an interest-bearing account and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to arbitration the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 8.1.4(e) hereof shall constitute additional security for the obligations of the Borrower hereunder. (f) Provided that no Event of Default shall then exist, if at any time the Net Proceeds, together with any Net Proceeds Deficiency, or the undisbursed balance thereof, shall be in excess of the balance of the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Agent shall pay such excess to the Borrower. No payment made to the Borrower pursuant to this Section 8.1.4(f) shall in any event prevent the Agent from requiring the Borrower to make further Net Proceeds Deficiency deposits in the event same shall be required pursuant to Section 8.1.4(e) hereof. (g) Any excess of Net Proceeds (together with any earnings thereon) and the remaining balance, if any, of the Net Proceeds Deficiency deposited with the Agent (together with any earnings thereon) shall be remitted by the Agent to the Borrower, (provided that no Event of Default shall have occurred and be continuing under this Agreement), after the Construction Consultant certifies to the Agent that Restoration has been substantially completed in accordance with Sections 6.3 the provisions of this Section 8.1.4 and 6.4 hereofthe receipt by the Agent of evidence satisfactory to the Agent that all costs incurred in connection with Restoration have been paid in full.

Disbursement of Net Proceeds. The Proceeds remaining after the disbursement of the amounts set forth in Section 5.1 above (asuch remaining proceeds, together with any amounts received by Borrower or Grantor relating to the Litigation Interest (as defined in the Settlement Agreement), without offset, are collectively referred to as the “Net Proceeds”) QPRC shall continue to be held in the Escrow Account by Escrow Agent and shall be disbursed to the persons set forth below in the order of priority set forth immediately below within five (5) days after the date upon which GTA notifies Escrow Agent in writing (the “Release Notice”) that it has received evidence satisfactory to GTA, in its reasonable discretion, that a Lawsuit has been settled by the parties thereto pursuant to a fully executed settlement agreement and a properly filed dismissal with prejudice, wherein GTA and its affiliates, agents, employees, officers, directors and members or partners have been unconditionally released with prejudice with respect to the Lawsuit and any and all claims or potential claims relating to the subject matter thereof), or that the Lawsuit has been fully and finally adjudicated (with no possibility of further appeal) (collectively, such settlement or full and final adjudication are herein referred to as a “Final Lawsuit Resolution”). GTA shall deliver the Release Notice in a reasonably prompt manner upon GTA’s receipt of a Final Lawsuit Resolution. Upon Escrow Agent’s receipt of a Release Notice, Escrow Agent shall promptly disburse a portion of the Net Proceeds (without demand, deduction, offset or delay) as shall be reasonably determined in good faith by Borrower, to the extent available (provided, however, that Borrower shall have (i) first considered reasonably and in good faith (and taking into account such relevant facts and circumstances in making its determination) all the relevant facts and circumstances, including, without limitation, the best interests of GTA, Borrower and Borrower’s affiliates, and shall cause its and any Patent Ownerexpressly not act in the sole best interests of Borrower or Borrower’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered to QPRC or any other Patent Owneraffiliates, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives given prompt written notice of such determination to deliver all cash Received Proceeds received by any of them notwithstanding GTA-IB) in the preceding clause amounts and in the order set forth immediately below (i), immediately upon receipt, to the Escrow Agent, in each case pursuant to the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance together with the Escrow Agreement. (b) QPRC shall provide concurrent written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following:Lender): (i) The amount of the Received ProceedsFIRST, to Escrow Agent for any amounts due and payable to Escrow Agent under this Agreement; (ii) The sum SECOND, (a) to Borrower, (i) an amount up to One Hundred Thousand Dollars ($100,000) to reimburse Borrower those certain engineering costs actually incurred by Borrower in connection with the sale of all Monetization Expenses Parcel F and Other Expenses related not otherwise reimbursed, and (ii) an amount up to Two Hundred Thousand Dollars ($200,000) to reimburse Borrower for its reasonable legal fees incurred after Borrower’s filing of that certain Parcel F Final Site Plan with Pinellas County, Florida, to the Patent extent not otherwise reimbursed; and then, (b) in the event any of the GTA Parties (as defined in the Settlement Agreement) are joined as parties to the Lawsuits by one or Patents underlying more of the Received ProceedsPlaintiffs to the Lawsuits, an amount for the GTA Parties’ third party legal fees and costs incurred with respect to the Lawsuits, subject to a maximum aggregate amount of Fifty Thousand Dollars ($50,000); (iii) The amounts required THIRD, to the Plaintiffs in a Lawsuit (or to Borrower to the extent that Borrower has actually and unconditionally paid such amount to Plaintiffs in a Lawsuit and has received and filed a dismissal with prejudice with respect thereto) an amount reasonably determined by Borrower in good faith to be paid pursuant to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payeeLawsuit Settlement Agreement; (iv) The accrued FOURTH, subject to the provisions of Section 5.2 of this Agreement, to the GTA Parties, all amounts which represent the costs and unpaid principal and interest on expenses incurred by GTA and/or the Notes through GTA Parties, including, without limitation, attorneys’ fees, other than in relation to the date the Received Proceeds were received (for the avoidance of doubtLawsuits, no amount of accrued and unpaid principal and interest on the Notes is which Borrower and/or Guarantor are required to be paid by Patent Owners solely pay to the GTA Parties pursuant to the indemnification provisions of Sections 5.1, 5.2 and 7.2(a) of the Settlement Agreement, provided that such amount when added to Borrower’s Tax Payment shall not exceed the Indemnified Amount (as a result defined in Section 10.3(c) of receipt of any Received Proceeds under this the Settlement Agreement); (v) The Net Proceeds Percentage FIFTH, subject to the provisions of Net Proceeds to be paid to UWH under Section 5.2 of this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds GTA Parties, an amount equal to any and all costs, expenses (including, without limitation, legal and investigatory fees, costs and expenses payable to Dechert LLP and/or Borrower’s Local Counsel, but specifically excluding any counsel retained by any of the GTA Parties (unless Dechert LLP shall not agree to defend, or is not able to defend for ethical or other reasons, the GTA Parties and except as provided below), liability, claim, loss, judgment or damage of any kind or nature arising out of or in accordance connection with the proposed disbursements set forth in Lawsuits, not including any indirect or consequential damages incurred by any of the Received Proceeds Disbursement Notice.GTA Parties; (iivi) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement NoticeSIXTH, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections subject to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution provisions of any such objections within ten (10) Business Days from the delivery Section 5.2 of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow this Agreement, to disburse the Received GTA Parties, all amounts which Borrower and/or Guarantor are required to pay to the GTA Parties pursuant to the indemnification provisions of this Agreement, the Parcel F Development Agreement, the Operational Benefits Agreement and that certain Joint Defense Agreement by and among Borrower, Guarantor, GTA-IB, the GTA Parent and certain other parties to the extent not otherwise paid to the GTA Parties; provided that such amount paid under this Section 5.2(vi) when added to the amounts, if any, distributed under Section 5.2(v) and the Borrower’s Tax Payment shall not exceed the Indemnified Amount (excluding from the Indemnified Amount Losses arising from the Lawsuits); and (vii) SEVENTH, subject to the provisions of Section 5.2 of this Agreement, after any and all claims have been satisfied and/or contingent or threatened claims have been reserved for in the reasonable judgment of GTA and Borrower, Escrow Agent shall pay all remaining Net Proceeds as follows: (or any portion thereof1) as so agreedseventy percent (70%) of such remaining amount to GTA, and (2) thirty percent (30%) to Borrower; provided, however, that if they are not able to so agree the amount paid under paragraph (or with respect to any portion iii) of Received Proceeds not so agreedthis Section 5.2 is less than Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), then, prior to distributing the parties remaining Net Proceeds as earlier provided in this paragraph (vii), Escrow Agent shall submit first distribute a dollar amount which equals the dispute difference between (a) Three Million Two Hundred Fifty Thousand Dollars ($3,250,000), and (b) the amounts paid under paragraph (iii) of this Section 5.2 as follows: (1) fifty percent (50%) of such amount to arbitration in accordance with Sections 6.3 Borrower, and 6.4 hereof(2) fifty percent (50%) to GTA.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Any Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered used to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any pay the cost of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case Restoration Work pursuant to the Escrow Agreement, and such Received Proceeds Sections 3.2 or 3.3 hereof shall be held by Lender and distributed in accordance with shall be paid out from time to time to Borrower as the Escrow Agreement.work progresses (less any cost to Lender or Trustee of recovering and paying out such proceeds, including reasonable attorneys' fees and costs allocable to inspecting the work and the plans and specifications therefor), subject to each of the following conditions: (b) QPRC Each request for payment shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest made on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within not less than ten (10) Business Days from prior notice to Lender and shall be accompanied by a certificate of an Architect stating (i) that all of the Restoration Work completed has been performed in compliance with the approved plans and specifications, (ii) that the sum is justly due, or is required to reimburse Borrower for payments justly made, to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work (giving a brief description of such services and materials), and (iii) that the undisbursed Net Proceeds are sufficient to complete the Restoration Work; provided, however, that Lender shall not be obligated to disburse such funds if Lender reasonably determines that Borrower shall not be in compliance with conditions set forth in Section 3.3 (b) hereof. Additionally, each request for payment shall contain a statement signed by Borrower approving both the Restoration Work performed to date and the Restoration Work covered by the request for payment in question. As to any personal property covered by the request for payment, Lender shall be furnished with satisfactory evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the personal property. (c) Each request for payment shall be accompanied by lien waivers covering that part of the Restoration Work for which payment or reimbursement is being requested and, if required by Lender, a search prepared by a title company, or by other evidence satisfactory to Lender indicating that no mechanics' or other liens or title retention instruments have been filed in connection with such Restoration Work. (d) Proceeds shall not be disbursed more frequently than once every thirty (30) days. (e) Until such time as the Restoration Work has been completed and Lender shall have received copies of any and all final certificates of occupancy or other Licenses required to comply with all Legal Requirements, Lender shall be entitled to retain up to ten percent (10%) of the cost of the Restoration Work (the "Retention Amount"). Borrower hereby covenants diligently to seek to obtain all Licenses. Provided no Event of Default shall exist, promptly after the completion of the Restoration Work and delivery of such Licenses to Lender, Lender shall pay the Objection Notice, they shall jointly instruct Retention Amount to Borrower. Any excess Net Proceeds remaining after the Escrow Agent in writing, in accordance with the terms completion of the Escrow AgreementRestoration Work shall, so long as no Event of Default exists, be remitted to disburse Borrower. (f) The application or release by Lender of any proceeds shall not cure or waive any default or Event of Default. (g) If Borrower (i) shall fail promptly to submit to Lender for approval plans and specifications for the Received Proceeds Restoration Work approved by the Architect and by all Governmental Authorities whose approval is required, (ii) shall fail to promptly commence such Restoration Work after obtaining all approvals, (iii) shall fail to diligently prosecute such Restoration Work to completion, or (iv) shall fail in any other respect to comply with its Restoration Work obligations under Section 3.3 and this Section 3.4, then Lender, Trustee or any portion thereofreceiver of the Property, upon five (5) as so agreed; if they are not able days prior notice to so agree Borrower (or with respect to any portion except in the event of Received Proceeds not so agreedemergency in which case no notice shall be required), shall have the parties shall submit right but not the dispute obligation to arbitration in accordance with Sections 6.3 perform or cause to be performed such Restoration Work, and 6.4 hereofmay take such other steps as it deems advisable. Borrower hereby waives any claim, other than for gross negligence or willful misconduct, against Lender, Trustee and any receiver arising out of any act or omission of Lender, Trustee or such receiver pursuant hereto.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case pursuant to the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH IPLLC (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest on the Notes through then outstanding Total Monetization Proceeds Obligation as of the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement);received, (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH IPLLC under this Agreement. (c) UWH IPLLC shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH IPLLC approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH IPLLC and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH IPLLC objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH IPLLC shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds (or any portion thereof) as so agreed; if they are not able to so agree (or with respect to any portion of Received Proceeds not so agreed), the parties shall submit the dispute to arbitration in accordance with Sections 6.3 and 6.4 hereof.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received If Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise are required to be delivered made available for Restoration pursuant to QPRC either Section 8.1.2 or any other Patent Owner8.1.3 hereof, and (ii) the Agent shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received make such Net Proceeds received by any of them notwithstanding the preceding clause (i), immediately upon receipt, available to the Escrow AgentBorrower for the Restoration; provided that, except in respect of all of the Net Proceeds of recoveries up to $250,000, each case pursuant to of the Escrow Agreement, and such Received Proceeds shall be held and distributed in accordance with the Escrow Agreement. (b) QPRC shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the followingfollowing conditions is met: (i) The amount no Event of the Received ProceedsDefault shall have occurred and be continuing; (ii) The sum no Lease of all Monetization Expenses greater than 15,000 NRSF or providing for an annual base rent of greater than $360,000 shall be terminated as a result of such Casualty or Partial Condemnation and Other Expenses related the Borrower has received no notice of termination relating to any such Lease (or otherwise has no knowledge that a party to any of the Patent or Patents underlying the Received Proceedsforegoing agreements intends upon terminating such Lease); (iii) The amounts required the Borrower promptly commences Restoration and diligently pursues the same to be paid completion to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payeeAgent's reasonable satisfaction; (iv) The accrued Restoration is done and unpaid principal diligently completed by the Borrower in compliance with all Legal Requirements and interest on the Notes through Property and the date use thereof after Restoration will be in material compliance with and permitted under all Legal Requirements and the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement)terms hereof; (v) The Net Proceeds Percentage the quality and character of Net Proceeds the Mortgaged Property after Restoration shall be comparable to be paid the quality and character of the Mortgaged Property immediately prior to UWH under this Agreement.such Casualty or Partial Condemnation; (cvi) UWH shall have five (5) Business Days from receipt the estimated time to complete the Restoration, as estimated by the Construction Consultant, does not exceed the effective period of a Received Proceeds Disbursement Notice business interruption insurance available to review and approve the calculations and proposed disbursements set forth therein.Agent on account of such Casualty or Partial Condemnation; (ivii) If UWH approves the proposed disbursements set forth in Borrower delivers to the Agent a Received Proceeds Disbursement Notice, UWH written undertaking that it will expeditiously commence and QPRC shall jointly instruct the Escrow Agent in writing, satisfactorily complete with due diligence Restoration in accordance with the terms of this Agreement; and (viii) the Escrow AgreementBorrower delivers to the Agent reasonable evidence that the Net Proceeds, together with any Net Proceeds Deficiency, are sufficient to disburse cover all costs of the Received Restoration as determined by the Construction Consultant. In the event any of the foregoing conditions are not satisfied at any time, the disbursement of Net Proceeds shall be made in accordance with Section 8.1.5 hereof. (b) The Net Proceeds shall be held in an interest-bearing escrow account designated by the Agent, and until disbursed in accordance with the proposed disbursements set forth provisions of this Section 8.1.4 shall constitute additional security for repayment of the Loan. The Net Proceeds shall be disbursed by the Agent to the Borrower from time to time during the course of Restoration (but not more frequently than once in any calendar month), upon receipt of evidence (including lien waivers) reasonably satisfactory to the Agent and the Title Company, providing 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 Restoration have been paid for in full, and (ii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same (other than notices of lien or other inchoate liens with respect to amounts not yet due and payable), or any other liens or encumbrances of any nature whatsoever affecting the Mortgaged Property arising out of the Restoration which have not either been fully bonded to the satisfaction of the Agent and discharged of record or in the Received alternative fully insured to the satisfaction of the Agent by the Title Companies or are being contested as permitted under Section 5.1(b)(ii) hereof. The Agent’s expenses for processing the payment of Net Proceeds Disbursement Noticeto the Borrower shall be deducted, as applicable, from each disbursement of Net Proceeds. (iic) If UWH objects All plans and specifications required in connection with any Restoration (other than plans and specifications conforming to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH the Plans and Specifications) shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt be reviewed and reasonably approved by the Construction Consultant and the Agent. The Agent shall have the use of the Received plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in such Restoration, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by the Agent and the Construction Consultant (which approval shall not be unreasonably withheld or delayed). All reasonable, out-of-pocket costs and expenses incurred by the Agent in connection with making the Net Proceeds Disbursement Noticeavailable for the Restoration including, specifying without limitation, reasonable attorneys’ fees and disbursements and the Construction Consultant’s fees, shall be paid by the Borrower. (d) In no event shall the Agent be obligated to make disbursements of Net Proceeds in detail its objections excess of an amount equal to the calculationscosts actually incurred from time to time for work in place as part of the Restoration, as certified by the Construction Consultant, minus the Retainage. The parties final advance of Retainage shall work together in good faith not be made until (i) thirty (30) days after the Construction Consultant certifies to resolve any objections set forth in the Objection Notice, and if Agent that (A) the parties are able to agree on a resolution of any such objections within ten (10) Business Days from the delivery of the Objection Notice, they shall jointly instruct the Escrow Agent in writing, Restoration has been completed in accordance with the terms provisions of this Section 8.1.4, and (B) all Governmental Approvals necessary for the re-occupancy and use of the Escrow AgreementMortgaged Property have been obtained from all appropriate Governmental Authorities, (ii) the Agent receives evidence satisfactory to disburse the Received Proceeds Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Retainage, and (or any iii) the Agent receives and approves an endorsement to the Qualified Title Policy insuring that the priority of the lien of the Mortgage has not changed. If required by the Agent, the release of the final portion thereof) as so agreed; of the Retainage shall be approved by the surety company, if they are not able to so agree (or any, which has issued a Payment and Performance Bond with respect to the contractor, subcontractor or materialman. (e) If at any portion time the Net Proceeds or the undisbursed balance thereof shall not be sufficient to pay the balance of Received the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Borrower shall promptly deposit with the Agent Cash or Cash Equivalents in an amount equal to the deficiency (the “Net Proceeds not Deficiency”) before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with the Agent shall be held by the Agent in an interest-bearing account and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so agreeddisbursed pursuant to this Section 8.1.4(e) hereof shall constitute additional security for the obligations of the Borrower hereunder. (f) Provided that no Event of Default shall then exist, if at any time the Net Proceeds, together with any Net Proceeds Deficiency, or the undisbursed balance thereof, shall be in excess of the balance of the total costs which are estimated by the Construction Consultant to be incurred in connection with the completion of the Restoration, the Agent shall pay such excess to the Borrower. No payment made to the Borrower pursuant to this Section 8.1.4(f) shall in any event prevent the Agent from requiring the Borrower to make further Net Proceeds Deficiency deposits in the event same shall be required pursuant to Section 8.1.4(e) hereof. (g) Any excess of Net Proceeds (together with any earnings thereon) and the remaining balance, if any, of the Net Proceeds Deficiency deposited with the Agent (together with any earnings thereon) shall be remitted by the Agent to the Borrower (provided that no Event of Default shall have occurred and be continuing under this Agreement), after the parties shall submit Construction Consultant certifies to the dispute to arbitration Agent that Restoration has been substantially completed in accordance with Sections 6.3 the provisions of this Section 8.1.4 and 6.4 hereofthe receipt by the Agent of evidence satisfactory to the Agent that all costs incurred in connection with Restoration have been paid in full.

Disbursement of Net Proceeds. (a) QPRC (i) shall cause its and any Patent Owner’s Attorneys, escrow agent, financing party or other Person holding any and all cash Received Any Net Proceeds payable or inuring to QPRC or any other Patent Owner to deliver such amounts directly to the Escrow Agent at the time otherwise required to be delivered used to QPRC or any other Patent Owner, and (ii) shall deliver or cause any other Patent Owner or their Affiliates or Representatives to deliver all cash Received Proceeds received by any pay the cost of them notwithstanding the preceding clause (i), immediately upon receipt, to the Escrow Agent, in each case Restoration Work pursuant to the Escrow Agreement, and such Received Proceeds Sections 3.2 or 3.3 hereof shall be held by Lender and distributed in accordance with shall be paid out from time to time to Borrower as the Escrow Agreement.work progresses (less any cost to Lender or Trustee of recovering and paying out such proceeds, including reasonable attorneys' fees and costs allocable to inspecting the work and the plans and specifications therefor), subject to each of the following conditions: (b) QPRC Each request for payment shall provide written notice to UWH (the “Received Proceeds Disbursement Notice") within five (5) Business Days of receipt of any Received Proceeds by the Escrow Agent, QPRC, any other Patent Owner or Affiliates or Representatives, which Received Proceeds Disbursement Notice will include the following: (i) The amount of the Received Proceeds; (ii) The sum of all Monetization Expenses and Other Expenses related to the Patent or Patents underlying the Received Proceeds; (iii) The amounts required to be paid to all Persons from Gross Monetization Proceeds from which the received Proceeds are derived, including Litigation Funders, Patent Owner’s Attorneys and any other party or payee; (iv) The accrued and unpaid principal and interest made on the Notes through the date the Received Proceeds were received (for the avoidance of doubt, no amount of accrued and unpaid principal and interest on the Notes is required to be paid by Patent Owners solely as a result of receipt of any Received Proceeds under this Agreement); (v) The Net Proceeds Percentage of Net Proceeds to be paid to UWH under this Agreement. (c) UWH shall have five (5) Business Days from receipt of a Received Proceeds Disbursement Notice to review and approve the calculations and proposed disbursements set forth therein. (i) If UWH approves the proposed disbursements set forth in a Received Proceeds Disbursement Notice, UWH and QPRC shall jointly instruct the Escrow Agent in writing, in accordance with the terms of the Escrow Agreement, to disburse the Received Proceeds in accordance with the proposed disbursements set forth in the Received Proceeds Disbursement Notice. (ii) If UWH objects to any calculation or proposed disbursement set forth in a Received Proceeds Disbursement Notice, UWH shall notify QPRC, in writing (an “Objection Notice”), within five (5) Business Days from receipt of the Received Proceeds Disbursement Notice, specifying in detail its objections to the calculations. The parties shall work together in good faith to resolve any objections set forth in the Objection Notice, and if the parties are able to agree on a resolution of any such objections within not less than ten (10) Business Days from prior notice to Lender and shall be accompanied by a certificate of an Architect stating (i) that all of the Restoration Work completed has been performed in compliance with the approved plans and specifications, (ii) that the sum is justly due, or is required to reimburse Borrower for payments justly made, to the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work (giving a brief description of such services and materials), and (iii) that the undisbursed Net Proceeds are sufficient to complete the Restoration Work; provided, however, that Lender shall not be obligated to disburse such funds if Lender reasonably determines that Borrower shall not be in compliance with conditions set forth in Section 3.3(b) hereof. Additionally, each request for payment shall contain a statement signed by Xxxxxxxx approving both the Restoration Work performed to date and the Restoration Work covered by the request for payment in question. As to any personal property covered by the request for payment, Lender shall be furnished with satisfactory evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the personal property. (c) Each request for payment shall be accompanied by lien waivers covering that part of the Restoration Work for which payment or reimbursement is being requested and, if required by Xxxxxx, a search prepared by a title company, or by other evidence satisfactory to Lender indicating that no mechanics' or other liens or title retention instruments have been filed in connection with such Restoration Work. (d) Proceeds shall not be disbursed more frequently than once every thirty (30) days. (e) Until such time as the Restoration Work has been completed and Lender shall have received copies of any and all final certificates of occupancy or other Licenses required to comply with all Legal Requirements, Lender shall be entitled to retain up to ten percent (10%) of the cost of the Restoration Work (the "Retention Amount"). Borrower hereby covenants diligently to seek to obtain all Licenses. Provided no Event of Default shall exist, promptly after the completion of the Restoration Work and delivery of such Licenses to Lender, Lender shall pay the Objection Notice, they shall jointly instruct Retention Amount to Borrower. Any excess Net Proceeds remaining after the Escrow Agent in writing, in accordance with the terms completion of the Escrow AgreementRestoration Work shall, so long as no Event of Default exists, be remitted to disburse Borrower. (f) The application or release by Lender of any proceeds shall not cure or waive any default or Event of Default. (g) If Borrower (i) shall fail promptly to submit to Lender for approval plans and specifications for the Received Proceeds Restoration Work approved by the Architect and by all Governmental Authorities whose approval is required, (ii) shall fail to promptly commence such Restoration Work after obtaining all approvals, (iii) shall fail to diligently prosecute such Restoration Work to completion, or (iv) shall fail in any other respect to comply with its Restoration Work obligations under Section 3.3 and this Section 3.4, then Lender, Trustee or any portion thereofreceiver of the Property, upon five (5) as so agreed; if they are not able days prior notice to so agree Borrower (or with respect to any portion except in the event of Received Proceeds not so agreedemergency in which case no notice shall be required), shall have the parties shall submit right but not the dispute obligation to arbitration in accordance with Sections 6.3 perform or cause to be performed such Restoration Work, and 6.4 hereofmay take such other steps as it deems advisable. Borrower hereby waives any claim, other than for gross negligence or willful misconduct, against Lender, Trustee and any receiver arising out of any act or omission of Lender, Trustee or such receiver pursuant hereto.