Common use of Disbursement of Proceeds Clause in Contracts

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (bi) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cii) general contractors’ estimates, (diii) architect’s certificates, (eiv) conditional lien waivers of general contractors, if available, (fv) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Property Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence make insurance proceeds or the Award (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”defined below), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall case may be, available for Restoration, Lender shall, through a disbursement procedure established by Lender, periodically make available to Borrower in installments the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the net amount of all insurance proceeds or the Award, as the case may be, received by Lender after deduction of all reasonable costs and any additional amounts payable expenses incurred by Landlord pursuant to Section 10.2.3 or otherwise deposited Lender in connection with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (collection and disbursement of such deficiency)proceeds (“Net Proceeds”) and, if any, the Additional Funds; subject to receipt of the documentation required by such disbursement procedure and subject to a minimum draw amount to be determined by Lender and Borrower, Lender shall make such disbursements available on a monthly basis. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Lender’s receipt of (i) appropriate lien waivers, (ii) a certification of the percentage of Restoration completed by an architect or engineer acceptable to Lender, and (iii) title insurance protection against materialmen’s and mechanic’s liens. At Lender’s election, a disbursing agent selected by Lender shall disburse such funds, and Borrower shall pay such agent’s reasonable fees and expenses. The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Obligations in any order of priority, and any such application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimates, (div) architect’s certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Leased Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; PROVIDED, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so HOWEVER, that such Property Landlord shall be, disburse proceeds subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (b) Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or repair, delayed or conditioned)including building permits, licenses, conditional use permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; PROVIDED, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so HOWEVER, that such Property Landlord shall be, disburse proceeds subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (b) Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or repair, delayed or conditioned)including building permits, licenses, conditional use permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Xxxxxx has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence make insurance proceeds or the Award (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”defined below), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall case may be, available for Restoration, Lender shall, through a disbursement procedure established by Lender, periodically make available to Borrower in installments the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the net amount of all insurance proceeds or the Award, as the case may be, received by Lender after deduction of all reasonable costs and any additional amounts payable expenses incurred by Landlord pursuant to Section 10.2.3 or otherwise deposited Lender in connection with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (collection and disbursement of such deficiency)proceeds (“Net Proceeds”) and, if any, the Additional Funds; subject to receipt of the documentation required by such disbursement procedure and subject to a minimum draw amount to be determined by Lender and Borrower, Lender shall make such disbursements available on a monthly basis. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Xxxxxx’s receipt of (i) appropriate lien waivers, (ii) a certification of the percentage of Restoration completed by an architect or engineer acceptable to Xxxxxx, and (iii) title insurance protection against materialmen’s and mechanic’s liens. At Lender’s election, a disbursing agent selected by Xxxxxx shall disburse such funds, and Borrower shall pay such agent’s reasonable fees and expenses. The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Obligations in any order of priority, and any such application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium.

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence make insurance proceeds or the Award (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”defined below), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall case may be, available for Restoration, then Lender shall, through a disbursement procedure established by Lender, periodically make available to Borrower in installments the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the net amount of all insurance proceeds or the Award, as the case may be, received by Lender after deduction of all reasonable costs and any additional amounts payable expenses incurred by Landlord pursuant to Section 10.2.3 or otherwise deposited Lender in connection with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (collection and disbursement of such deficiency)proceeds (the “Net Proceeds”) and, if any, the Additional Funds. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Lender’s receipt of (i) appropriate lien waivers, copies of all invoices and proof of compliance with Laws, (ii) a certification of the percentage of Restoration completed by an architect or engineer reasonably acceptable to Lender, and (iii) title insurance protection against materialmen’s and mechanics’ liens. At Lender’s election, a disbursing agent selected by Lender shall disburse such funds, and Borrower shall pay such agent’s reasonable fees and expenses. The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Individual Loan, and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Obligations in any order of priority, and any such application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium.

Disbursement of Proceeds. In (a) On the event Tenant is required Closing Date the Trust shall credit to restore any Property pursuant the payment of the principal of the Interim Loan, if any, such portion of the proceeds of the Loan as shall be necessary to pay such principal in full (subject to Section 10.2 10(e). Any proceeds of the Loan remaining after such payment of principal of the Interim Loan, if any, shall be deposited in the Project Account and this applied by the Trust to finance or refinance Costs of the Project as provided herein, in the related Project Regulatory Agreement is not terminated and in the Master Trust Agreement. Only amounts on deposit in the Project Account representing moneys of the Trust deposited therein as provided in the Financing Agreement and the Master Trust Agreement shall be available to pay Costs of the Project. Amounts in the Project Account shall be invested by the Trust, and all earnings on investment or deposit of amounts in the Project Account shall be applied by the Trust as provided in the Master Trust Agreement. The Borrower shall have no interest in such Property pursuant earnings. (b) So long as no Event of Default shall have happened and be continuing hereunder or under the Financing Agreement, but subject to this Article 10Section 3(b) and Section 10 of these Terms and Conditions, Tenant shall commence (within a reasonable period of time from receipt by the Trust of one or cause more requisitions in form satisfactory to be commenced) promptly the Trust signed by an Authorized Officer of the Borrower and continue diligently to perform (or cause to be performed) approved by the repair and restoration of such Property (hereinafter called the “Work”), so Department as to restore (or cause to be restored) provided in the applicable Property Project Regulatory Agreement, the Trust shall disburse or direct the Master Trustee to disburse to or for the account of the Borrower as directed in material compliance with all Legal Requirements such requisitions the amount or amounts set forth therein and so that such Property shall beapproved by the Department solely to finance or, to the extent practicableprovided in the applicable Project Regulatory Agreement, substantially equivalent refinance Costs of the applicable Project. (c) Notwithstanding anything herein or in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject any Project Regulatory Agreement to the terms hereofcontrary, Landlord if all or any portion of the Project Costs financed under the Financing Agreement shall advance have been paid by the insurance Borrower from the proceeds and of outstanding notes or other temporary indebtedness issued or incurred in anticipation of the Loan, any additional amounts payable by Landlord amount paid to the Borrower pursuant to this Section 10.2.3 7 in reimbursement for such Costs shall be held and applied by the Borrower (unless otherwise approved by the Trust) solely to pay or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment provide for the cost principal of such notes or other indebtedness when due in accordance with the Enabling Act and the Applicable Authority. The Borrower acknowledges that the Trust shall have no responsibility for the holding, investment or application of any amounts paid to or for the account of the Borrower for such restoration and repairpurpose. Any such advances Notwithstanding anything herein to the contrary, if on the Closing Date any Interim Loan shall be made outstanding and unpaid under Section 10 of the Financing Agreement, the Trust shall apply to the payment of the principal of the Interim Loan such portion of the proceeds of the Loan as shall be necessary to pay such principal in full (subject to Section 10(e)). (d) Upon receipt by the Trust of the Project Completion Certificate for a Project described in the related Project Regulatory Agreement, any balance remaining on deposit in the applicable Project Account not more than monthly within ten then payable to or for the account of the Borrower in accordance with the Project Completion Certificate shall be applied at the direction of the Borrower with the prior approval of the Trust to (10i) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 additional Costs of the applicable Project upon amendment of the definition thereof approved by the Department or (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (aii) the absence prepayment of the Principal Obligation as provided in Section 5(b) hereof. (e) Notwithstanding anything herein or in any Event of DefaultProject Regulatory Agreement to the contrary, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval the Trust shall not be unreasonably withheldrequired to deposit in each Project Account established in accordance with the Financing Agreement an amount in the aggregate in excess of the eligible Costs of the applicable Project to be financed or refinanced by the Loan as set forth in the applicable Project Approval Certificate and the related Project Regulatory Agreement. In addition, delayed the Trust shall not be required to make any deposits to a Project Account or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers to direct the Master Trustee to disburse therefrom any amount to or for the account of general contractorsthe Borrower while an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement or, if availabledirected by the Department, while a Default (fas defined in the related Project Regulatory Agreement) evidence shall have occurred and be continuing under the related Project Regulatory Agreement. If an Event of approval by all governmental authorities Default shall have occurred and other regulatory bodies whose approval is requiredbe continuing hereunder or under the Financing Agreement, (g), if Tenant has elected the Trust may apply amounts on deposit in any Project Account to advance deficiency funds pursuant to remedy such default as provided in Section 10.2.3, Tenant depositing 9(b) hereof and the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds available under this Article 10 shall the Financing Agreement for Project Costs will be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)correspondingly reduced.

Disbursement of Proceeds. In (a) On the event Tenant is required Closing Date the Trust shall credit to restore the payment of the principal of the Interim Loan, if any, such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any Property pursuant proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account. Any proceeds of the Loan or Local Governmental Obligations remaining after payment of the principal of the Interim Loan, if any, shall be deposited in the Project Account and applied by the Trust to finance or refinance Costs of the Project as provided herein, in the related Project Regulatory Agreement and in the Master Trust Agreement. Only amounts on deposit in the Project Account representing moneys of the Trust deposited therein as provided in the Financing Agreement and the Master Trust Agreement shall be available to pay Costs of the Project. Amounts in the Project Account shall be invested by the Trust, and all earnings on investment or deposit of amounts in the Project Account shall be applied by the Trust as provided in the Master Trust Agreement. The Borrower shall have no interest in such earnings. (b) So long as no Event of Default shall have happened and be continuing hereunder or under the Financing Agreement, but subject to Section 10.2 3(b) and this Agreement is not terminated Section 10 of these Terms and Conditions, within a reasonable period of time from receipt by the Trust of one or more requisitions in form satisfactory to the Trust signed by an Authorized Officer of the Borrower and approved by the Department as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) provided in the applicable Property Project Regulatory Agreement, the Trust shall disburse or direct the Master Trustee to disburse to or for the account of the Borrower as directed in material compliance with all Legal Requirements such requisitions the amount or amounts set forth therein and so that such Property shall beapproved by the Department solely to finance or, to the extent practicableprovided in the applicable Project Regulatory Agreement, substantially equivalent refinance Costs of the applicable Project. (c) Notwithstanding anything herein or in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject any Project Regulatory Agreement to the terms hereofcontrary, Landlord if all or any portion of the Project Costs financed under the Financing Agreement shall advance have been paid by the insurance Borrower from the proceeds of outstanding notes or other temporary indebtedness issued or incurred in anticipation of the Loan or Local Governmental Obligations, any amount paid to the Borrower pursuant to this Section 7 in reimbursement for such Costs shall be held and applied by the Borrower (unless otherwise approved by the Trust) solely to pay or provide for the principal of such notes or other indebtedness when due in accordance with the Enabling Act and the Applicable Authority. The Borrower acknowledges that the Trust shall have no responsibility for the holding, investment or application of any additional amounts payable by Landlord paid to or for the account of the Borrower for such purpose. Notwithstanding anything herein to the contrary if on the Closing Date any Interim Loan shall be outstanding and unpaid under Section 10 of the Financing Agreement, the Trust shall apply to the payment of the principal of the Interim Loan such portion of the proceeds of the Loan or Local Governmental Obligations as shall be necessary to pay such principal in full after credit for any proceeds of the Interim Loan remaining on deposit on such date in any Interim Loan Project Account allocable to the Borrower pursuant to Section 10.2.3 10. (d) Upon receipt by the Trust of the Project Completion Certificate for a Project described in the related Project Regulatory Agreement, any balance remaining on deposit in the applicable Project Account not then payable to or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost account of any such restoration and repair. Any such advances the Borrower in accordance with the Project Completion Certificate shall be made not more than monthly within ten applied at the direction of the Borrower with the prior approval of the Trust to (10i) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 additional Costs of the applicable Project upon amendment of the definition thereof approved by the Department or (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (aii) the absence prepayment of the Principal Obligation as provided in Section 5(b) hereof. (e) Notwithstanding anything herein or in any Event of DefaultProject Regulatory Agreement to the contrary, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval the Trust shall not be unreasonably withheldrequired to deposit in each Project Account established in accordance with the Financing Agreement an amount in the aggregate in excess of the eligible Costs of the applicable Project to be financed or refinanced by the Loan or the Local Governmental Obligations as set forth in the applicable Project Approval Certificate and the related Project Regulatory Agreement. In addition, delayed the Trust shall not be required to make any deposits to a Project Account or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers to direct the Master Trustee to disburse therefrom any amount to or for the account of general contractorsthe Borrower while an Event of Default shall have occurred and be continuing hereunder or under the Financing Agreement or, if availabledirected by the Department, while a Default (fas defined in the related Project Regulatory Agreement) evidence shall have occurred and be continuing under the related Project Regulatory Agreement. If an Event of approval by all governmental authorities Default shall have occurred and other regulatory bodies whose approval is requiredbe continuing hereunder or under the Financing Agreement, (g), if Tenant has elected the Trust may apply amounts on deposit in any Project Account to advance deficiency funds pursuant to remedy such default as provided in Section 10.2.3, Tenant depositing 9(b) hereof and the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds available under this Article 10 shall the Financing Agreement for Project Costs will be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)correspondingly reduced.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenceda) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofof the Existing Citibank Lease, Landlord shall advance disbursements of the insurance proceeds and any additional amounts payable by Landlord pursuant Proceeds in Cash or Cash Equivalents to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer's Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work for which payment is required have been paid for in full or will be so paid upon the absence making of such disbursement and (B) there exists no notices of pendency, stop orders, mechanic's liens or notices of intention to file same (unless the same is required by State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect's certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. Except with respect to payments made by the Citibank Tenant in connection with any restoration of the Property pursuant to the Existing Citibank Lease, no payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety-five percent (95%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property Work substantially in accordance with the submitted plans and specifications and final lien releases, as certified pursuant to this Article 10 shall be subject an Officer's Certificate, and delivery of a certificate of occupancy with respect to the release Work, or, if not applicable, an Officer's Certificate to the effect that a certificate of available insurance proceeds by occupancy is not required. (b) Subject to the applicable Facility Mortgagee terms of the Existing Citibank Lease, if, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to Landlord the Taking of or directly casualty to Tenant and, in the event such proceeds are insufficient, Landlord electing Property to make such deficiency available therefor (and disbursement the payment or prepayment of such deficiency)all or any portion of the Indebtedness secured hereby without penalty or premium.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; PROVIDED, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so HOWEVER, that such Property Landlord shall be, disburse proceeds subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (b) Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or repair, delayed or conditioned)including building permits, licenses, conditional use Permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, Payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (bi) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cii) general contractors’ ' estimates, (diii) architect’s 's certificates, (eiv) conditional lien waivers of general contractors, if available, (fv) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vi) if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 shall be subject to the release of such proceeds by any Facility Property Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) subject to Borrower’s right to contest under Section 7.3, evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable State law as a condition to the payment of a contractor) or any Liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company, and (biii) its approval an Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors or subcontractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) (the “Retainage Release Threshold”) of general contractorsthe value of the Work performed and materials furnished and incorporated into the Improvements by such contractor or subcontractor, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord mayapplicable, from time to timetime until such time as fifty percent (50%) of such Work has been satisfactorily completed (as certified by the Architect), reasonably require. Landlord’s obligation at which time the Retainage Release Threshold with respect to disburse insurance proceeds under this Article 10 such Work may be increased to ninety-five (95%), and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, Lender for application in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiencyaccordance with Section 6.2.3(b).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 the application for such payment, (1) requesting such payment or on such other form or forms as may be reasonably acceptable to Landlord). Landlord mayreimbursement, at its option, condition advancement (2) describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, (3) certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, and (a4) certifying that no notices of pendancy, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable state law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe work exist which have not been either fully bonded to the satisfaction of Lender, discharged of record, or fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy; (bii) its approval of plans and specifications of an architect evidence reasonably satisfactory to Landlord Lender that all materials installed and work and labor performed in connection with such Work have been paid for in full; and (iii) an Independent Architect’s certificate certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium, and any balance thereof, shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; PROVIDED, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so HOWEVER, that such Property Landlord shall be, disburse proceeds subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen liens shall have been filed; (b) Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or repair, delayed or conditioned)including building permits, licenses, conditional use Permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, Payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to restore any Property Facility pursuant to Section 10.2 and this Agreement is not terminated as to such the applicable Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property Facility (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ ' estimates, (d) architect’s 's certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property Facility pursuant to this Article 10 shall be subject to the release of available insurance proceeds to Tenant by the applicable Facility Mortgagee to Landlord Mortgagee, if any, or directly to Tenant Landlord, if applicable, and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In The Bank shall only disburse Proceeds upon joint written instructions of both the event Tenant is required Company and the Warrant Agent as follows: (a) From time to restore any Property pursuant time the Company and the Warrant Agent will provide the Bank with written notice (the "Notice") of (i) the exercise of all or a portion of the Warrants; (ii) the expiration of the Warrants; or (iii) redemption of the Warrants. Upon receipt of such Notice, the Bank will promptly disburse the Proceeds plus interest relating to Section 10.2 the Warrants covered by such Notice in accordance with the written instructions of the Company and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause the Warrant Agent. The amount to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances disbursed per Warrant shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement the product of such insurance proceeds and other amounts on (a) the absence fraction the numerator of any Event which shall be the aggregate Proceeds (including accrued interest) then in the Escrow and the denominator of Defaultwhich shall be the sum of (i) the total number of the Warrants then outstanding and (ii) to the extent that the Warrants covered by the Notice are not deemed to be outstanding, the number of Warrants covered by the Notice and (b) the number of the Warrants covered by the Notice. (b) In no event will the Bank be required to take any action under this Section 3 until it has received proper written instructions from the Company and the Warrant Agent in a form which is acceptable to the Bank in its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), sole discretion. (c) general contractors’ estimatesIn no event will the Bank be required to notify or obtain consent, approval, authorization or an order of any court or governmental body before taking any action provided for in this Agreement. (d) architect’s certificates, (e) conditional lien waivers In no event will the Bank be required to release any funds which constitute the proceeds of general contractors, if available, (f) evidence a check deposited into the Escrow until at least five business days have elapsed from the day of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).deposit

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence Borrower (or cause to be commencedin the case of the Maryland Property, Maryland Loan Guarantor) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company and (biii) its approval an Independent Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors or subcontractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, Lender for application in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiencyaccordance with Section 6.2.3(b).

Disbursement of Proceeds. In the event Tenant is required to restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10Sections 10.1 or 10.2, Tenant shall shall, at its sole cost and expense, commence (or cause to be commenced) promptly and continue diligently to perform (perform, or cause to be performed) , the repair and restoration of such the Leased Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Leased Property in material full compliance with all Legal Requirements and otherwise in compliance with any other applicable provisions of this Lease, so that such the Leased Property shall be, to the extent practicable, substantially equivalent be at least equal in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds (other than proceeds of business interruption insurance which shall be advanced as provided below) and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.3 to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made for not more less than monthly within ten $50,000 (10or such lesser amount as equals the entire balance of the repair and restoration costs) Business Days after and Tenant submits shall submit to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Default (as to which Landlord has given notice to Tenant) or Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ , estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Provided no Default (as to which Landlord has given notice to Tenant) or Event of Default has occurred and is continuing, on the first day of each calendar month during which proceeds of business interruption insurance are disbursed to Landlord under the policy of business interruption insurance maintained pursuant to Article 9, Landlord shall disburse proceeds of business interruption insurance received by it to Tenant upon notice from Tenant accompanied by a certification from Tenant that such moneys will be used for costs or expenses of owning or operating the Leased Property. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Mortgagee.

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 the application for such payment, (1) requesting such payment or on such other form or forms as may be reasonably acceptable to Landlord). Landlord mayreimbursement, at its option, condition advancement (2) describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, (3) certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, and (a4) certifying that no notices of pendancy, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe work exist which have not been either fully bonded to the satisfaction of Lender, discharged of record, or fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy; (bii) its approval of plans and specifications of an architect evidence reasonably satisfactory to Landlord Lender that all materials installed and work and labor performed in connection with such Work have been paid for in full; and (iii) an Independent Architect’s certificate certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium, and any balance thereof, shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “WorkWORK”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (bi) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cii) general contractors’ estimates, (diii) architect’s certificates, (eiv) conditional lien waivers of general contractors, if available, (fv) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vi) if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article ARTICLE 10 shall be subject to the release of such proceeds by any Facility Property Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), ) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) subject to Borrower’s right to contest under Section 7.3, evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, (b) its approval fully insured to the satisfaction of plans Lender by the Title Company, an Architect’s certificate certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors or subcontractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) (the “Retainage Release Threshold”) of general contractorsthe value of the Work performed and materials furnished and incorporated into the Improvements by such contractor or subcontractor, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord mayapplicable, from time to timetime until such time as fifty percent (50%) of such Work has been satisfactorily completed (as certified by the Architect), reasonably require. Landlord’s obligation at which time the Retainage Release Threshold with respect to disburse insurance proceeds under this Article 10 such Work may be increased to ninety-five (95%), and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, Lender for application in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiencyaccordance with Section 6.2.3(b).

Disbursement of Proceeds. In the event Tenant is required undertakes to restore any the Leased Property pursuant to Section 10.2 and after an Insured Casualty or, if this Agreement is has not terminated as to such Property pursuant to this Article 10been terminated, a Prohibited Casualty, Tenant shall commence (or shall cause to be commencedthe Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 containing such information and G703 (or on in such other form or forms as may be reasonably acceptable to required by Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (c) general contractors’ ' estimates, (d) architect’s 's certificates, (e) conditional unconditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, required and (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to Notwithstanding anything contained in this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant andAgreement, in the event that any Hotel Mortgagee does not release insurance proceeds to Landlord, unless Landlord determines, in its sole and absolute discretion, to make monies in the amount of such proceeds are insufficientavailable to Tenant for repair or restoration of the Leased Property, Tenant shall have no obligation to repair or restore the Leased Property. If a Hotel Mortgagee or Landlord electing releases only a portion of insurance proceeds to Tenant and Landlord does not, in its sole and absolute discretion, make such deficiency any shortfall in the amount of insurance proceeds released by a Hotel Mortgagee available therefor (to Tenant for repair or restoration of the Leased Property, Tenant shall only be obligated to repair and disbursement restore the Leased Property to the extent of such deficiency)moneys released by Hotel Mortgagee or Landlord, plus any sums made available by Landlord for repairs and restoration.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenceda) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofintroductory paragraph proviso of Section 8.2.3, Landlord shall advance disbursements of the insurance proceeds and any additional amounts payable by Landlord pursuant Proceeds to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower and/or Hotel Lessee hereunder shall be made from time to time (but not more frequently than once in any month) by Administrative Agent but only for as long as no monetary Default or Event of Default shall have occurred and be continuing, as the Restoration progresses upon receipt by Administrative Agent of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Restoration performed that is the subject of such insurance proceeds request, the parties that performed such Restoration and the actual cost thereof, and also certifying that such Restoration and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on (a) the absence of any Event of Defaultthan Permitted Encumbrances, (bii) its approval of plans and specifications of an architect evidence reasonably satisfactory to Landlord Administrative Agent that (A) all materials installed and work and labor performed in connection with such Restoration that was the subject of the prior disbursement of Proceeds have been paid for in full or will be paid upon receipt of such disbursement, and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the same is required by State law as a condition to the payment of a contractor) or any Liens, other than Permitted Encumbrances, on the Property arising out of the Restoration which, subject to Borrower’s right of contest set forth in Section 9.3, have not been either fully bonded to the reasonable satisfaction of Administrative Agent and discharged of record or, in the alternative if Administrative Agent shall in its sole discretion consent in advance thereto, fully insured to the reasonable satisfaction of Administrative Agent by the Title Company which approval issued the Title Policy, and (iii) an Independent Architect’s certificate certifying performance of the Restoration together with an estimate of the cost to complete the Restoration. No payment made prior to the final completion of the Restoration, as certified by the Independent Architect, except for payment made to contractors whose Restoration shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional have been fully completed and from which final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Restoration performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 8.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Restoration. Final payment of all Proceeds remaining with Administrative Agent shall be made upon receipt by Administrative Agent of a certification by the Independent Architect as to the release completion of the Restoration substantially in accordance with the plans and specifications approved by Administrative Agent, final lien releases, and delivery of a temporary or permanent certificate of occupancy with respect to the Restoration, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Restoration is completed and all costs of completion have been paid, there are excess Proceeds, Administrative Agent shall apply such proceeds by excess Proceeds with respect to the Taking of or Casualty to the Property to the payment or prepayment of all or any Facility Mortgagee to Landlord. Tenant’s obligation to restore portion of the applicable Property pursuant to Debt in accordance with Section 2.11.2 of this Article 10 Agreement without penalty or premium and any balance thereof shall be subject disbursed (i) if the Mezzanine Loan is then outstanding, to Mezzanine Administrative Agent for application in accordance with the release terms of available insurance proceeds by the applicable Facility Mortgagee Mezzanine Loan Documents, (ii) if the Mezzanine Loan has been repaid in full, to Landlord Borrower or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Hotel Lessee.

Disbursement of Proceeds. In Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower and/or Maryland Owner hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord the application for such payment, requesting such payment or reimbursement and describing the Work performed that is the subject of such request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (ii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with the Work for which disbursement is being requested have been or, upon disbursement of the payment requested to the parties entitled thereto, will be paid for in full, and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the same is required by State law as a written requisition condition to the payment of a contractor) or any liens or encumbrances of any nature whatsoever on any applicable Individual Property arising out of the Work which have not been either fully bonded to the reasonable satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy or any other national title insurance company selected by Borrower and/or Maryland Owner as reasonably approved by Lender, and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as iii) an Architect’s certificate (which certificate may be reasonably acceptable qualified as appropriate including as to Landlordsuch Person’s reliance on any other Person) certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors whose Work shall have been fully completed and from which final lien waivers have been received, shall exceed ninety percent (90%) (the “Retainage Release Threshold”) of the value of the Work performed and materials furnished and incorporated into the Improvements from time to time until such time as fifty percent (50%) of such Work has been satisfactorily completed (as certified by the Architect). Landlord may, at its optionwhich time the Retainage Release Threshold with respect to such Work shall be increased to ninety-five percent (95%), condition advancement and at all times the undisbursed balance of such insurance proceeds and other said Proceeds together with all amounts on (adeposited, bonded, guaranteed or otherwise provided for pursuant to Section 6.2.4(b)(ii) above, shall be at least sufficient to pay for the absence estimated cost of any Event completion of Defaultthe Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Architect, (b) its approval as to the completion of the Work substantially in accordance with the submitted plans and specifications and final lien releases, as certified pursuant to an Officer’s Certificate, and delivery of an architect satisfactory a certificate of occupancy with respect to Landlord (which approval shall not be unreasonably withheldthe Work, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractorsor, if availablenot applicable, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlordan Officer’s obligation to disburse insurance proceeds under this Article 10 shall be subject Certificate to the release effect that a certificate of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)occupancy is not required.

Disbursement of Proceeds. In (1) The insurance proceeds shall be held by the event Tenant is required Administrative Agent in the Casualty/Taking Account in accordance with the Cash Management Agreement and, until disbursed in accordance with the provisions of this Section 3.4, shall constitute additional security for the Loans. Upon receipt of evidence reasonably satisfactory to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as the Administrative Agent that all the conditions precedent to such Property pursuant advance, including those set forth in Section 3.3(2) above, have been satisfied, the insurance proceeds shall be disbursed by the Administrative Agent to, or as directed by, Borrower from time to this Article 10time during the course of the restoration in substantially the same manner and subject to similar conditions as if such advances were being made in connection with a construction loan, Tenant shall commence (or cause such manner of disbursement and conditions to be commenceddetermined by the Administrative Agent, including the Administrative Agent’s receipt of (A) promptly advice from a Restoration Consultant (who shall be employed by the Administrative Agent at Borrower’s sole expense) that the work completed or materials installed conform to said budget and continue diligently plans, as approved by the Administrative Agent, (B) evidence that all materials installed and work and labor performed to perform (or cause to be performed) the repair and restoration date of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, advance (except to the extent practicablethat they are to be paid for out of the requested disbursement) in connection with the restoration have been paid for in full, substantially equivalent in value including the receipt of waivers of lien, contractor’s certificates, surveys, receipted bills, releases, title policy endorsements and general utility to its general utility such other evidences of cost, payment and value immediately prior to such damage or destruction. Subject performance satisfactory to the terms hereofAdministrative Agent, Landlord shall advance the insurance proceeds and (C) evidence that there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost other Liens of any such restoration nature whatsoever on the Project which are not being contested or have not either been fully bonded to the reasonable satisfaction of the Administrative Agent and repair. Any such advances shall be discharged of record or in the alternative fully insured to the reasonable satisfaction of the Administrative Agent under the title policy obtained in connection with the Loans made not more than monthly within ten herein. (102) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of All plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing required in connection with the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 restoration shall be subject to prior review and approval (such approval not to be unreasonably withheld) in all respects by the release Administrative Agent and by an independent consulting engineer selected by the Administrative Agent (the “Restoration Consultant”). The Administrative Agent shall have the use of such proceeds by any Facility Mortgagee to Landlordthe plans and specifications and all permits, licenses and approvals required or obtained in connection with the restoration. Tenant’s obligation to restore The identity of the applicable Property pursuant to this Article 10 contractors, subcontractors and materialmen engaged in the restoration, as well as all contracts having a cost in excess of $500,000, shall be subject to prior review and approval by the release of available Administrative Agent and the Restoration Consultant. All reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with making the insurance proceeds available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost and expense, all necessary government approvals as and when required in connection with such restoration and provide copies thereof to the Administrative Agent and Restoration Consultant. (3) In no event shall the Administrative Agent be obligated to make disbursements of the insurance 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 applicable Facility Mortgagee to Landlord or directly to Tenant andRestoration Consultant, in minus the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).Restoration Retainage. The term “Restoration Retainage” shall mean the greater of

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of SECTION 10.2.1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2, Tenant shall shall, at its sole cost and expense, commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with or paid by Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimates, (div) architect’s certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable any Property pursuant to this Article 10 and operate therein shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant (a) Subject to Section 10.2 6.2.4, the Bloomberg Lease, the Condominium Declaration and this Agreement is not terminated as the By-Laws, disbursements of the Proceeds in Cash or Cash Equivalents to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer's Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord the application for such payment, requesting such payment or reimbursement and describing the Work performed that is the subject of such request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (ii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been or, upon disbursement of the requested payments to the parties entitled thereto, will be, paid for in full and (B) there exists no notices of pendency, stop orders, mechanic's liens or notices of intention to file same (unless the same is required by State law as a written requisition condition to the payment of a contractor) or any liens or encumbrances of any nature whatsoever on the Property arising out of the Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and substantiation therefor on AIA Forms G702 (iii) an Independent Architect's certificate certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and G703 from which final lien waivers have been received, shall exceed ninety percent (or on 90%) (the RETAINAGE RELEASE THRESHOLD) of the value of the Work performed and materials furnished and incorporated into the Improvements from time to time until such other form or forms time as may be reasonably acceptable to Landlordfifty percent (50%) of such Work has been satisfactorily completed (as certified by the Independent Architect). Landlord may, at its optionwhich time the Retainage Release Threshold with respect to such Work shall be increased to ninety-five (95%), condition advancement and at all times the undisbursed balance of such insurance proceeds said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to Section 6.2.4(b) above, shall be at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the completion of the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the State for the filing of mechanics' and materialmens' liens which are entitled to priority as to other amounts on (a) creditors, encumbrances and purchasers, as certified pursuant to an Officer's Certificate, and delivery of a temporary certificate of occupancy for the absence core and shell with respect to the Work, or, if not applicable, an Officer's Certificate to the effect that a certificate of any Event of Default, occupancy is not required. (b) its approval Subject to the Bloomberg Lease, the Condominium Declaration and the By-Laws, if, after the Work is completed and all costs of plans and specifications completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of an architect satisfactory or casualty to Landlord the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby, without payment of the Yield Maintenance Premium, the Liquidated Damages Amount or any other prepayment fee or charge of any kind (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 except that interest shall be subject to payable through the release end of the then current Interest Period even if such period extends beyond the date of such proceeds by prepayment) and any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 balance thereof, shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In (i) The Borrower shall apply (x) Project P Loan proceeds solely to pay, or be reimbursed for, those portions of the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10Total Project P Costs that are Eligible Project P Costs in accordance with the Business Plan, Tenant shall commence including (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, but only to the extent practicableprovided in this Agreement) Excess Cost Overruns, substantially equivalent and (y) Project S Loan proceeds solely to pay, or be reimbursed for, those portions of the Total Project S Costs that are Eligible Project S Costs in value and general utility accordance with the Business Plan, including (but only to its general utility and value immediately the extent provided in this Agreement) Excess Cost Overruns. (ii) For the avoidance of doubt, in no event will the proceeds of any Loan be (A) applied towards any portion of Total Project Costs incurred prior to such damage December 15, 2008, (B) used to pay interest payments on the Loans, administrative or destruction. Subject other fees relating to the terms hereofLoans or any other amounts under the Loan Documents or (C) applied to finance or acquire, Landlord shall advance or reimburse the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment Borrower for the cost of, any property unless concurrently therewith the Collateral Trustee obtains a First Priority Lien on such property (it being understood for purposes of this clause (C) that, in the case of any such restoration cost that is part of an Eligible Progress Payment, the property acquired with the proceeds of the Loan used to pay such cost shall consist of all contract rights, claims against the vendor and repair. Any all other rights of the Borrower (including any rights in the related equipment) that arise in connection with such advances Eligible Progress Payment, and all such property shall be made not more than monthly within ten deemed to be Program Assets for all purposes of this Agreement). (10iii) Business Days after Tenant submits The Borrower shall use proceeds of the Advances in accordance with the terms of this Agreement to Landlord a written requisition pay Eligible Costs by making all such disbursements as are necessary directly to those persons to whom the Borrower is obligated to make payment or retaining payment for Eligible Costs in the nature of payroll costs or similar internal costs that are being funded. (iv) The Borrower acknowledges and substantiation therefor on AIA Forms G702 and G703 (or on such agrees that notwithstanding any other form or forms as may be reasonably acceptable provision of this Agreement to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Defaultcontrary, (bx) its approval of plans and specifications of an architect satisfactory to Landlord (which approval DOE shall not be unreasonably withheldrequired to approve any Advance unless the same has been requested and will be applied to pay the costs of services rendered, delayed or conditioned)materials delivered and required deposits incurred from and after December 15, 2008 and due and payable not later than thirty (c30) general contractors’ estimatesdays following the date of any Advance Request, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hy) such other certificates as Landlord may, from time no costs or expenses relating to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 any Project shall be subject constitute Eligible Costs to the release extent such costs or expenses were funded with Federal Funding (other than the Loans). (v) Pending use as set forth in clauses (i) through (iv) above, the proceeds of any Advance may be invested only in Limited Cash Equivalents (it being understood that this Section 2.4(d)(v) shall not apply to the proceeds of any Advance to the extent funded to reimburse the Borrower for Eligible Project Costs paid by the Borrower prior to the funding of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiencyAdvance).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full or will be so paid out of such disbursement, and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the State for the filing of mechanics’ and materialmens’ liens which are entitled to Landlord. Tenant’s obligation priority as to restore the applicable Property other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium, and any balance thereof, shall be subject paid over to Mezzanine Lender and applied to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord Indebtedness (Mezzanine) without penalty or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)premium.

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence make insurance proceeds or the Award (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”defined below), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall case may be, to the extent practicableavailable for Restoration, substantially equivalent Lender shall, through a disbursement procedure established by Lender, periodically (and, in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofany event, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days (defined in the Note) after Tenant submits submission by Borrower to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable Lender of the required documentation) make available to Landlord). Landlord may, at its option, condition advancement Borrower in installments the net amount of such all insurance proceeds or the Award, as the case may be, received by Lender after deduction of all reasonable costs and other amounts on (a) expenses incurred by Lender in connection with the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (collection and disbursement of such deficiency)proceeds (“Net Proceeds”) and, if any, the Additional Funds. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Lender’s receipt of (i) appropriate lien CENTRAL\31200109.7 -12- waivers, (ii) a certification of the percentage of Restoration completed by an architect or engineer acceptable to Lender, and (iii) title insurance protection against materialmen’s and mechanics’ liens. At Lender’s election, a disbursing agent selected by Lender shall disburse such funds, and Borrower shall pay such agent’s reasonable fees and expenses. The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Obligations in any order of priority, and any application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium.

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) subject to Borrower’s right to contest under Section 7.3, evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by the applicable State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company, and (biii) its approval an Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors or subcontractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) (the “Retainage Release Threshold”) of general contractorsthe value of the Work performed and materials furnished and incorporated into the Improvements by such contractor or subcontractor, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord mayapplicable, from time to timetime until such time as fifty percent (50%) of such Work has been satisfactorily completed (as certified by the Architect), reasonably require. Landlord’s obligation at which time the Retainage Release Threshold with respect to disburse insurance proceeds under this Article 10 such Work may be increased to ninety-five (95%), and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work, final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, Lender for application in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiencyaccordance with Section 6.2.3(b).

Disbursement of Proceeds. (i) The Borrower shall apply the Loan proceeds solely to (A) in the case of Advances under either Note, (x) to reimburse the Borrower for Eligible Project Costs already incurred and paid by any Borrower Entity or their Affiliates (provided, that such Eligible Project Costs incurred and paid by such Affiliates were paid on behalf of the Borrower Entities, in connection with the Project, to satisfy an obligation of the Borrower Entities or otherwise to procure goods or services for the Project) or (y) to pay for Eligible Project Costs that are, or the Borrower reasonably projects will become, due and payable by any Borrower Entity during the Fiscal Quarter of the Borrower in which the Requested Advance Date occurs; provided that, in each case, Advances under the Building Note shall be made solely for those Eligible Project Costs that are Costs of Improvement as permitted under the terms and conditions of the Building Loan Agreement, or (B) in the case of Advances under the DSRA Note, to fund the Debt Service Reserve Account in accordance with Section 2.13 (Debt Service Reserve Account) of the Accounts Agreement. (ii) In no event will the event Tenant is required proceeds of the Loan be (A) applied towards any portion of Project Costs incurred prior to restore any Property pursuant the Eligibility Cut-Off Date, (B) used to pay, or to reimburse the payment of, (1) interest payments on the Loan (other than as a result of the capitalization of interest up to the Maximum Capitalized Interest Amount as provided in, and subject to the limitations in, the Building Note and Section 10.2 3.05(a) (Interest Account and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”Interest Computations)), so as or (2) administrative or other fees relating to restore the Loan or any other amounts due under the Financing Documents (it being understood that the foregoing prohibition in this Section 2.04(d)(ii) shall not apply to administrative or cause to be restored) other similar fees incurred in connection with the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, completion of the Project to the extent practicablesuch fees constitute Eligible Costs), substantially equivalent in value and general utility (C) applied to its general utility and value immediately prior to such damage finance or destruction. Subject to acquire, or reimburse the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment Borrower for the cost of, any property unless prior to or concurrently therewith the Collateral Agent obtains a First Priority Lien on such property (it being understood for purposes of this clause (C) that, in the case of any such restoration cost that is part of an Eligible Progress Payment, the property acquired with the proceeds of the Loan used to pay such cost shall consist of all contract rights, claims against the vendor and repair. Any all other rights of the Borrower (including any rights in the related equipment) that arise in connection with such advances Eligible Progress Payment, and all such property shall be made not more than monthly within ten (10) Business Days after Tenant submits deemed to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement Program Asset for all purposes of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditionedFinancing Documents), (cD) general contractors’ estimatesused to pay or reimburse any portion of the Project Costs that are not Eligible Project Costs, (dE) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected used to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject pay or reimburse any Project Costs directly related to the release of such Warehouse or (F) used to reimburse Project Costs that have been used to satisfy, or paid with proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore of, the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower Funding Commitment.

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Monetary Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer’s Certificate dated not more than monthly within ten (10) 10 Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 describing the Work performed that is the subject of such request, the parties that performed such Work and G703 the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other than Permitted Encumbrances, (ii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full (or on such other form will be fully paid with the proceeds so disbursed) and (B) there exists no notices of pendency, stop orders, mechanic’s liens or forms notices of intention to file same (unless the same is required by State law as may be reasonably acceptable a condition to Landlord). Landlord may, at its option, condition advancement the payment of such insurance proceeds and other amounts on (aa contractor) the absence or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed 90% of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the State for the filing of mechanics’ and materialmens’ liens which are entitled to Landlord. Tenant’s obligation priority as to restore the applicable Property other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall (i) if an Event of Default shall have occurred and be continuing, apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium and any balance thereof, shall be subject paid over to paid (A) to the release holders of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant andany Mezzanine Loan and holder of any New Mezzanine Loan (in such order of priority as shall be set forth in any separate agreement between such holders and Lender, and absent such agreement, in the event order determined by Lender), and (B) if none, to the Borrower, and (ii) so long as a Lockbox Event has not occurred and is continuing, pay the excess Proceeds with respect to the Taking of or casualty to the Property (A) to the holders of any Mezzanine Loan and holder of any New Mezzanine Loan (in such proceeds are insufficientorder of priority as shall be set forth in any separate agreement between such holders and Lender, Landlord electing and absent such agreement, in the order determined by Lender), and (B) if none, to make such deficiency available therefor (and disbursement of such deficiency)the Borrower.

Disbursement of Proceeds. In (1) The insurance proceeds shall be held by Administrative Agent in a Controlled Account and shall constitute additional security for the event Tenant is required Loans. Upon receipt of evidence reasonably satisfactory to restore any Property pursuant Administrative Agent that all the conditions precedent, including those set forth in Section 3.3(2) above, have been satisfied, the insurance proceeds shall be disbursed by Administrative Agent to, or as directed by, Lead Borrower from time to Section 10.2 time during the course of the restoration in accordance with the applicable provisions of Article 4 and Schedule 4 of this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence and (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicablesuch disbursements are related to construction costs) the Building Loan Agreement. (2) All plans and specifications required in connection with the restoration shall be subject to prior review and reasonable approval by Administrative Agent and by an independent consulting engineer selected by Administrative Agent (the “Restoration Consultant”); provided, substantially equivalent in value however, that if the plans and general utility to its general utility and value immediately prior to such damage or destruction. Subject specifications are consistent with those attached to the terms hereofBuilding Loan Agreement, Landlord Administrative Agent shall advance be deemed to have approved such plans and specifications. Administrative Agent shall have the non-exclusive use of the 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 the restoration, as well as all Major Contracts, shall be subject to prior review and reasonable approval by Administrative Agent and the Restoration Consultant. All reasonable costs and expenses incurred by Administrative Agent in connection with making the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost of any and expense, all necessary government approvals as and when required in connection with such restoration and repairprovide copies thereof to Administrative Agent and Restoration Consultant. (3) In no event shall Administrative Agent be obligated to make disbursements of the insurance 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 Restoration Consultant, minus the Retainage. Any Administrative Agent shall establish, maintain and release any Retainage in accordance with the terms of the Building Loan Agreement. (4) Administrative Agent shall not be obligated to make disbursements of the insurance proceeds more frequently than once per month. (5) If at any time the insurance proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Administrative Agent in consultation with the Restoration Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Restoration Consultant to be incurred in connection with the completion of the restoration, Borrower shall deposit the deficiency (the “Insurance Proceeds Deficiency”) with, or deliver a Collateral Letter of Credit in the amount of such advances shall be made not more than monthly deficiency to, Administrative Agent within ten (10) Business Days after Tenant submits of Administrative Agent’s request and before any further disbursement of the insurance proceeds shall be made. The Insurance Proceeds Deficiency shall be held in a Controlled Account and shall be disbursed for costs actually incurred in connection with the restoration on the same conditions applicable to Landlord the disbursement of the insurance proceeds, and, until so disbursed, shall constitute additional security for the Loans. (6) After the Restoration Consultant certifies to Administrative Agent that a written requisition restoration has been substantially completed in accordance with the provisions of this Section 3.4, and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable the receipt by Administrative Agent of evidence satisfactory to Landlord). Landlord mayAdministrative Agent that all costs incurred in connection with the restoration have been paid in full, at its optionthe excess, condition advancement if any, of such the insurance proceeds and other amounts on (a) the absence remaining balance, if any, of any the Insurance Proceeds Deficiency deposited with Administrative Agent shall, so long as no Potential Default or Event of DefaultDefault has occurred, be paid to Lead Borrower. If a Potential Default or Event of Default has occurred, the remaining balance of the Insurance Proceeds Deficiency shall be applied to repayment of the Loans. (7) All insurance proceeds not required (i) to be made available for the restoration or (ii) to be returned to Lead Borrower as excess insurance proceeds pursuant to subsection (6) above may (A) be retained and applied by Administrative Agent toward the payment of the Loans, whether or not then due and payable, in such order, priority and proportions as Administrative Agent in its sole discretion shall deem proper, or, (bB) its approval at the sole discretion of plans Administrative Agent, the same may be paid, either in whole or in part, to Lead Borrower for such purposes and specifications of an architect satisfactory upon such conditions as Administrative Agent shall designate. (8) Notwithstanding any casualty, Borrower shall continue to Landlord (which approval make payments with respect to the outstanding principal amount in the manner provided in the Notes, this Agreement and the other Loan Documents and the outstanding principal amount shall not be unreasonably withheld, delayed reduced unless and until (i) any insurance proceeds or conditioned)condemnation award shall have been actually received by Administrative Agent, (cii) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers Administrative Agent shall have deducted its reasonable expenses of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord collecting such proceeds and (hiii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 Administrative Agent shall be subject have applied any portion of the balance thereof to the release repayment of such proceeds by any Facility Mortgagee to Landlordthe outstanding principal amount in accordance with Section 4.3. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 The Lenders shall not be subject limited to the release of available insurance proceeds by the applicable Facility Mortgagee interest paid on any condemnation award but shall continue to Landlord or directly be entitled to Tenant and, receive interest as provided in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Article 2.

Disbursement of Proceeds. In (i) The Borrower shall apply the event Tenant is required proceeds of any Advance under a Tranche solely to: (A) reimburse the Borrower in an amount equal to restore any Property pursuant Eligible Project Cost Reimbursement Amounts corresponding to Section 10.2 the Relevant Line under such Tranche; (B) pay for Eligible Project Costs corresponding to the Relevant Line that have been invoiced and this Agreement is not terminated are then due and payable, as evidenced by acceptable invoices; (C) solely with respect to such Property pursuant the final Advance under Tranche 4, pay for Eligible Project Costs related to this Article 10, Tenant shall commence (or cause Line 4 and reasonably expected to be commenceddue and payable by the Borrower in the next ninety (90) promptly and continue diligently day period following the relevant Advance Date (it being understood that at the time of submission of the relevant Advance Request the Borrower shall be in possession of all the invoices, or other documentation reasonably acceptable to perform (or cause DOE, necessary to be performed) evidence the repair and restoration incurrence of such Property Eligible Project Costs); and (hereinafter called D) fund the “Work”)Debt Service Reserve Required Balance in accordance with the Accounts Agreement. (ii) In no event shall the proceeds of the Advances be: (A) applied towards any portion of Pre-Completion Costs incurred prior to the Eligibility Effective Date; (B) used to pay interest payments on the Guaranteed Loan or programmatic fees charged by or paid to DOE relating to the Guaranteed Loan; (C) disbursed to fund or reimburse the Borrower or any other Borrower Entity for any contribution made under the Base Funding Amount, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, except to the extent practicable, substantially equivalent in value and general utility of proceeds constituting Eligible Project Cost Reimbursement Amounts; or (D) used to its general utility and value immediately prior to such damage or destruction. Subject to pay any portion of the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made Pre-Completion Costs that are not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Eligible Project Costs.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. Tenant’s 's obligation to restore the applicable 34 42 Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofHUD Program Requirements and the rights of the Permitted Leasehold Mortgagee, Landlord as their interests may appear, all Proceeds (other than any Proceeds that are separately paid on account of any damage to or destruction of Tenant’s own personal property, which shall advance be paid to Tenant) payable as a result of such casualty under policies of insurance held by or for the insurance proceeds and any additional amounts payable by Landlord account of Tenant pursuant to Section 10.2.3 Exhibit B hereto, and shall, unless Tenant is in default under this Lease or otherwise deposited with Landlord under the Permitted Leasehold Mortgages, be paid to Tenant regularly during the repair and restoration period so from time to time as such Restoration progresses, to permit payment pay or reimburse Tenant for the cost of such Restoration. Proceeds shall be provided to Tenant upon Tenant’s written request, accompanied by evidence reasonably satisfactory to Landlord and any such restoration Permitted Leasehold Mortgagees, that an amount equal to the amount requested is then due and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord payable or has been paid, and is properly a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement part of such insurance proceeds cost. Tenant shall also provide evidence reasonably satisfactory to such parties that the net Proceeds not yet advanced will be sufficient to complete such Restoration and, if the same are not sufficient to complete such Restoration, Tenant has deposited the shortfall in a federally insured bank or trust company approved by the Landlord and other amounts on the Permitted Leasehold Mortgagees having an office in the State where the Development is located, and having executed with Company a depository agreement with the Landlord and the Permitted Leasehold Mortgagees, as applicable. Tenant shall bear ultimate responsibility (a) for providing funds to the absence of any Event of Defaultextent available to Tenant, for such shortfall, and (b) its approval for ensuring Restoration when a determination of plans feasibility is made based on a study demonstrating the feasibility or lack thereof of the replacement, repair, rebuilding or restoration of the Improvements. Such study shall include (i) the cost of the replacement, repair, rebuilding or restoration including any sums, in addition to remaining undisbursed loan proceeds and specifications the Proceeds, required to complete the necessary work; and (ii) an evaluation of an architect the date by which such replacement, repair, rebuilding or restoration of the Improvements can be completed (the “Feasibility Study”). Upon receipt by Landlord and any such Permitted Leasehold Mortgagee of evidence reasonably satisfactory to Landlord (which approval shall not be unreasonably withheldthem that such Restoration has been completed, delayed and the cost thereof paid in full, and that no mechanics’, materialmen’s or conditioned)similar lien for labor or materials supplied in connection therewith may attach to the Premises, (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractorsthe balance, if availableany, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 Proceeds shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly paid to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)or as it may direct.

Disbursement of Proceeds. In the event Tenant is required to restore any Property Facility pursuant to Section 10.2 and this Agreement is not terminated as to such the applicable Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property Facility (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ ' estimates, (d) architect’s 's certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property Facility pursuant to this Article 10 shall be subject to the release of available insurance proceeds to Tenant by the applicable Facility Mortgagee to Landlord Mortgagee, if any, or directly to Tenant Landlord, if applicable, and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property Project pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property Project (hereinafter called the “Work”)) in a good and workmanlike manner, so as to restore (or cause to be restored) the applicable Property such Project in material compliance with all Legal Requirements and so that such Property Project shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor therefore on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimates, (div) architect’s certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities Governmental Authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require, and (viii) such other terms and conditions as the Project Mortgagee of such Project may require. In the event Landlord elects to require Tenant to restore any Project pursuant to Section 10.2 rather than perform such restoration itself, Tenant shall be entitled to receive a reasonable construction supervision fee for Tenant’s services in connection with such restoration. In the event Landlord elects to perform or be responsible for the performance of any such restoration, Landlord (i) shall perform such Work in a good and workmanlike manner, in accordance with all applicable Legal Requirements, (ii) shall coordinate the scheduling of such Work with Tenant, (iii) shall use its best efforts to minimize any interference with Tenant’s operations at such Property in the performance of such work, and (iv) shall indemnify Tenant from any and all actions, claims, costs, and expenses, including personal injury and property damage, resulting from the negligent actions of Landlord, its agents, contractors, or employees, as well as Landlord’s failure to perform such Work in accordance with the requirements of (i) and (iii) above. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds to Landlord by any Facility Project Mortgagee. If any Project Mortgagee shall be unwilling to Landlorddisburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Project as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Project Mortgagee to Landlord or directly to Tenant Tenant, and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In (a) As long as the event Tenant Mortgage Loan remains outstanding, all Proceeds shall be held, disbursed and applied as set forth in Section 8.2.5(a) of the Mortgage Loan Agreement. If the Mortgage Loan is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10no longer outstanding, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, subject to the extent practicableintroductory paragraph proviso of Section 8.2.3, substantially equivalent in value and general utility disbursements of the Proceeds to its general utility and value immediately prior to such damage Borrower, Hotel Lessee or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Mortgage Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Administrative Agent but only for as long as no monetary Default or Event of Default shall have occurred and be continuing, as the Restoration progresses upon receipt by Administrative Agent of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Restoration performed that is the subject of such insurance proceeds request, the parties that performed such Restoration and the actual cost thereof, and also certifying that such Restoration and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on (a) the absence of any Event of Defaultthan Permitted Encumbrances, (bii) its approval of plans and specifications of an architect evidence reasonably satisfactory to Landlord Administrative Agent that (A) all materials installed and work and labor performed in connection with such Restoration that was the subject of the prior disbursement of Proceeds have been paid for in full or will be paid upon receipt of such disbursement, and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the same is required by State law as a condition to the payment of a contractor) or any Liens, other than Permitted Encumbrances, on the Property arising out of the Restoration which, subject to Borrower’s, Hotel Lessee’s and Mortgage Borrower’s right of contest set forth in Section 9.3, have not been either fully bonded to the reasonable satisfaction of Administrative Agent and discharged of record, and (iii) an Independent Architect’s certificate certifying performance of the Restoration together with an estimate of the cost to complete the Restoration. No payment made prior to the final completion of the Restoration, as certified by the Independent Architect, except for payment made to contractors whose Restoration shall have been fully completed and from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Restoration performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 8.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Restoration. Final payment of all Proceeds remaining with Administrative Agent shall be made upon receipt by Administrative Agent of a certification by the Independent Architect, as to the release completion of such proceeds the Restoration substantially in accordance with the plans and specifications approved by any Facility Mortgagee Administrative Agent, final lien releases, and delivery of a temporary or permanent certificate of occupancy with respect to Landlord. Tenantthe Restoration, or, if not applicable, an Officer’s obligation Certificate to restore the applicable Property pursuant to this Article 10 effect that a certificate of occupancy is not required. (b) As long as the Mortgage Loan remains outstanding, all Proceeds shall be subject held, disbursed and applied as set forth in Section 8.2.5(b) of the Mortgage Loan Agreement. If the Mortgage Loan is no longer outstanding, after the Restoration is completed and all costs of completion have been paid, there are excess Proceeds, Administrative Agent shall apply such excess Proceeds with respect to the release Taking of available insurance proceeds by or Casualty to the applicable Facility Mortgagee Property to Landlord the payment or directly prepayment of all or any portion of the Debt in accordance with Section 2.11.2 of this Agreement without penalty or premium and any balance thereof shall be disbursed to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In (1) The insurance proceeds shall be held by Administrative Agent in a Controlled Account and shall constitute additional security for the event Tenant is required Loans. Upon receipt of evidence reasonably satisfactory to restore any Property pursuant Administrative Agent that all the conditions precedent, including those set forth in Section 3.3(2) above, have been satisfied, the insurance proceeds shall be disbursed by Administrative Agent to, or as directed by, Lead Borrower from time to Section 10.2 time during the course of the restoration in accordance with the applicable provisions of Article 4 and Schedule 4 of this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence and (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicablesuch disbursements are related to construction costs) the Building Loan Agreement. (2) All plans and specifications required in connection with the restoration shall be subject to prior review and reasonable approval by Administrative Agent and by an independent consulting engineer selected by Administrative Agent (the “Restoration Consultant”); provided, substantially equivalent in value however, that if the plans and general utility to its general utility and value immediately prior to such damage or destruction. Subject specifications are consistent with those attached to the terms hereofBuilding Loan Agreement, Landlord Administrative Agent shall advance be deemed to have approved such plans and specifications. Administrative Agent shall have the non-exclusive use of the 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 the restoration, as well as all Major Contracts, shall be subject to prior review and reasonable approval by Administrative Agent and the Restoration Consultant. All reasonable costs and expenses incurred by Administrative Agent in connection with making the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost of any and expense, all necessary government approvals as and when required in connection with such restoration and repairprovide copies thereof to Administrative Agent and Restoration Consultant. (3) In no event shall Administrative Agent be obligated to make disbursements of the insurance 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 Restoration Consultant, minus the Retainage. Any Administrative Agent shall establish, maintain and release any Retainage in accordance with the terms of the Building Loan Agreement. (4) Administrative Agent shall not be obligated to make disbursements of the insurance proceeds more frequently than once per month. (5) If at any time the insurance proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Administrative Agent in consultation with the Restoration Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Restoration Consultant to be incurred in connection with the completion of the restoration, Borrower shall deposit the deficiency (the “Insurance Proceeds Deficiency”) with, or deliver a Collateral Letter of Credit in the amount of such advances shall be made not more than monthly deficiency to, Administrative Agent within ten (10) Business Days after Tenant submits to Landlord a written requisition of Administrative Agent’s request and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement before any further disbursement of such the insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject made. The Insurance Proceeds Deficiency shall be held in a Controlled Account and shall be disbursed for costs actually incurred in connection with the restoration on the same conditions applicable to the release disbursement of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant proceeds, and, in until so disbursed, shall constitute additional security for the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Loans.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence be paid out by Landlord or Tenant from time to time for the reasonable costs of such reconstruction or repair; provided, however, that Landlord shall disburse proceeds subject to the following requirements: (or cause i) prior to be commenced) promptly and continue diligently to perform commencement of restoration, (or cause to be performedA) the repair and restoration of such Property (hereinafter called the “Work”)architects, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall becontracts, to the extent practicablecontractors, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed, delayed or conditioned(B) if legally permitted (and, if waivers can be obtained at such time without payment of additional funds to the contractors at such time), appropriate waivers of mechanics' and materialmen's liens shall have been filed and (cC) general contractors’ estimatesTenant shall have obtained and delivered to Landlord all required governmental and private approvals necessary to complete the reconstruction or repair (including building permits, licenses and other necessary approvals); (ii) at the time of any disbursement, subject to Article 12, no mechanics' or materialmen's liens shall have been filed against any of the Leased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (dB) architect’s certificateswaivers of liens, (eC) conditional a satisfactory bringdown of title insurance and (D) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien waivers claims; (iv) each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a duly authorized representative of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (v) to the extent actually held by Landlord and not by a Facility Mortgagee, (f1) evidence of approval by all governmental authorities the proceeds shall be held in a separate account and shall not be commingled with Landlord's other regulatory bodies whose approval is requiredfunds, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (vi) such other certificates reasonable conditions as Landlord mayor Facility Mortgagee may reasonably impose, from time to timeincluding, without limitation, payment by Tenant of reasonable costs of administration imposed by or on behalf of Facility Mortgagee should the proceeds be held by Facility Mortgagee and including a deposit of funds by Tenant if reasonably require. Landlord’s obligation to disburse determined by Landlord or Facility Mortgagee that the insurance proceeds under this Article 10 shall be subject are insufficient to complete the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)restoration.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; PROVIDED, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so HOWEVER, that such Property Landlord shall be, disburse proceeds subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (b) Except for payments as are customary to be made prior thereto, delayed Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or conditioned)repair, including building permits, licenses, conditional use permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In Any proceeds held by Sublandlord or Subtenant shall be paid out by Sublandlord or Subtenant from time to time for the event Tenant is required reasonable costs of such reconstruction or repair; provided, however, that Sublandlord shall disburse proceeds subject to restore any Property pursuant the following requirements: (i) prior to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10commencement of restoration, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performedA) the repair and restoration of such Property (hereinafter called the “Work”)architects, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall becontracts, to the extent practicablecontractors, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Sublandlord, which approval shall not be unreasonably withheldwithheld or delayed, delayed or conditioned(B) if legally permitted (and, if waivers can be obtained at such time without payment of additional funds to the contractors at such time), appropriate waivers of mechanics' and materialmen's liens shall have been filed and (cC) general contractors’ estimatesSubtenant shall have obtained and delivered to Sublandlord all required governmental and private approvals necessary to complete the reconstruction or repair (including building permits, licenses and other necessary approvals); (ii) at the time of any disbursement, subject to Article 12, no mechanics' or materialmen's liens shall have been filed against any of the Subleased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (dB) architect’s certificateswaivers of liens, (eC) conditional a satisfactory bringdown of title insurance and (D) other evidence of cost and payment so that Sublandlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien waivers claims; (iv) each request for disbursement shall be accompanied by a certificate of general contractorsSubtenant, if availablesigned by a duly authorized representative of Subtenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Subtenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Sublease; (v) to the extent actually held by Sublandlord and not by a Facility Mortgagee or mortgagee of Lessor, (f1) evidence of approval by all governmental authorities the proceeds shall be held in a separate account and shall not be commingled with Sublandlord's other regulatory bodies whose approval is requiredfunds, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (vi) such other certificates reasonable conditions as Landlord maySublandlord or Facility Mortgagee may reasonably impose, from time to timeincluding, without limitation, payment by Subtenant of reasonable costs of administration imposed by or on behalf of Facility Mortgagee should the proceeds be held by Facility Mortgagee and including a deposit of funds by Subtenant if reasonably require. Landlord’s obligation to disburse determined by Sublandlord or Facility Mortgagee that the insurance proceeds under this Article 10 shall be subject are insufficient to complete the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)restoration.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofrights of the Lender under the Mortgage, any proceeds held by Landlord or Tenant shall be paid out by Landlord or Tenant from time to time for the reasonable costs of such reconstruction or repair; PROVIDED, HOWEVER, that Landlord shall advance disburse proceeds subject to the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on following requirements: (a) the absence prior to commencement of any Event of Defaultrestoration, (bi) its approval of the architects, contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (ii) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (b) Tenant shall have obtained and delivered to Landlord copies of all necessary governmental and private approvals necessary to complete the reconstruction or repair, delayed or conditioned)including building permits, licenses, conditional use permits and certificates of need; (c) general contractors’ estimatesat the time of any disbursement, subject to Article 14, no mechanics' or materialmen's liens shall have been filed against any of the Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (d) architect’s certificatesdisbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (i) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (ii) waivers of liens, (iii) a satisfactory bring down of title insurance and (iv) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (e) conditional lien waivers each request for disbursement shall be accompanied by a certificate of general contractorsTenant, if availablesigned by a senior member or officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (f) evidence of approval to the extent actually held by all governmental authorities Landlord and other regulatory bodies whose approval is requirednot a Facility Mortgagee, (g)1) the proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (g) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In the event Tenant is (1) All insurance proceeds required to restore any Property pursuant be held by the Administrative Agent in the Casualty/Taking Account in accordance with the Cash Management Agreement and, until disbursed in accordance with the provisions of this Section 3.4, shall constitute additional security for the Loans. Upon receipt of evidence reasonably satisfactory to Section 10.2 and this Agreement is not terminated as the Administrative Agent that all the conditions precedent to such Property pursuant advance, including, if applicable, those set forth in Section 3.3(2) above, have been satisfied, the insurance proceeds shall be disbursed by the Administrative Agent to, or as directed by, Borrower from time to this Article 10time during the course of the restoration in substantially the same manner and subject to similar conditions as if such advances were being made in connection with a construction loan, Tenant shall commence (or cause such manner of disbursement and conditions to be commencedreasonably determined by the Administrative Agent, including the Administrative Agent’s receipt of (A) promptly advice from a Restoration Consultant (who shall be employed by the Administrative Agent at Borrower’s sole expense) that the work completed or materials installed conform to said budget and continue diligently plans, as approved by the Administrative Agent, (B) evidence that all materials installed and work and labor performed to perform (or cause to be performed) the repair and restoration date of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, advance (except to the extent practicablethat they are to be paid for out of the requested disbursement) in connection with the restoration have been paid for in full, substantially equivalent in value including the receipt of waivers of lien, contractor’s certificates, surveys, receipted bills, releases, title policy endorsements and general utility to its general utility such other evidences of cost, payment and value immediately prior to such damage or destruction. Subject performance satisfactory to the terms hereofAdministrative Agent, Landlord and (C) evidence that there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens of any nature whatsoever on the Project which are not being contested or have not either been fully bonded to the reasonable satisfaction of the Administrative Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of the Administrative Agent under the title policy obtained in connection with the Loans made herein. Notwithstanding the foregoing, but subject to the other provisions of this Section 3.4, in the event of a loss which is less than or equal to the Threshold Amount, Administrative Agent shall advance disburse the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord Borrower from time to Tenant regularly time during the repair course of the renovation upon written request therefor from Borrower to pay the costs of such renovation, provided that at all times (i) Borrower is diligently pursuing the completion of such renovation in a good and restoration period so as to permit payment for the cost of any such restoration and repair. Any workmanlike manner, (ii) such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits are being used to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (reimburse Borrower for, or on such other form or forms as may be reasonably acceptable to Landlord). Landlord maypay directly to the third parties entitled thereto, at its option, condition advancement the costs of such insurance proceeds and other amounts on (a) the absence of any Event of Defaultrenovation, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hiii) such other certificates as Landlord may, upon Administrative Agent’s request from time to time, reasonably require. Landlord’s obligation Administrative Agent shall have received evidence of the type referred to disburse insurance proceeds under this Article 10 in clause (C) above. (2) All plans and specifications required in connection with the restoration shall be subject to prior review and approval (such approval not to be unreasonably withheld) in all respects by the release Administrative Agent and by an independent consulting engineer selected by the Administrative Agent (the “Restoration Consultant”). The Administrative Agent shall have the use of such proceeds by any Facility Mortgagee to Landlordthe plans and specifications and all permits, licenses and approvals required or obtained in connection with the restoration. Tenant’s obligation to restore The identity of the applicable Property pursuant to this Article 10 contractors, subcontractors and materialmen engaged in the restoration, as well as all contracts having a cost in excess of $50,000.00, shall be subject to prior review and approval by the Administrative Agent and the Restoration Consultant. All costs and expenses incurred by the Administrative Agent in connection with making the insurance proceeds available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost and expense, all necessary government approvals as and when required in connection with such restoration and provide copies thereof to the Administrative Agent and Restoration Consultant. (3) In no event shall the Administrative Agent be obligated to make disbursements of the insurance 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 Restoration Consultant, minus the Restoration Retainage. The term “Restoration Retainage” means the greater of (i) an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the restoration, as certified by the Restoration Consultant and (ii) the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the restoration. The Restoration Retainage shall not be released until the Restoration Consultant certifies to the Administrative Agent that the restoration has been substantially completed in accordance with the provisions of this Section 3.4, subject to punch-list items and other non-material items of work and that all approvals necessary for the re-occupancy and use of the Project have been obtained from all appropriate governmental authorities, and the Administrative Agent receives evidence reasonably satisfactory to the Administrative Agent that the costs of the restoration have been paid in full or will be paid in full out of the Restoration Retainage; provided, however, that the Administrative Agent will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the restoration as of the date upon which the Restoration Consultant certifies to the Administrative Agent that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with its contract, and the Administrative Agent receives lien waivers and evidence of payment in full of all sums due to such contractor, subcontractor or materialman as may be reasonably requested by the Administrative Agent or by the title company issuing the title policy, and the Administrative Agent receives an endorsement to the title policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by the Administrative Agent, the release of available insurance proceeds any such portion of the Restoration Retainage shall be approved by the applicable Facility Mortgagee surety company, if any, which has issued a payment or performance bond with respect to Landlord such contractor, subcontractor or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)materialman.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or ------------------------ Tenant shall commence be paid out by Landlord or Tenant from time to time for the reasonable costs of such reconstruction or repair; provided, however, that --------- ------- Landlord shall disburse proceeds subject to the following requirements: (or cause i) prior to be commenced) promptly and continue diligently to perform commencement of restoration, (or cause to be performedA) the repair and restoration of such Property (hereinafter called the “Work”)architects, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall becontracts, to the extent practicablecontractors, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (B) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (ii) at the time of any disbursement, delayed subject to Article 12, no ---------- mechanics' or conditioned)materialmen's liens shall have been filed against any of the Leased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (cB) general contractors’ estimateswaivers of liens, (dC) architect’s certificatesa satisfactory bringdown of title insurance and (D) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (iv) each request for disbursement shall be accompanied by a certificate of Tenant, signed by the president or a vice president of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (v) to the extent actually held by Landlord and not by a Facility Mortgagee, (e1) conditional lien waivers of general contractorsthe proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (vi) such other certificates reasonable conditions as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any or Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release may reasonably impose, including, without limitation, payment by Tenant of available insurance proceeds reasonable costs of administration imposed by the applicable or on behalf of Facility Mortgagee to Landlord or directly to Tenant and, in should the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)be held by Facility Mortgagee.

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer's Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials for which payment is sought are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic's liens or notices of intention to file same (unless the absence same is required by State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect's certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b)) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee the Work substantially in accordance with the submitted plans and specifications, final lien releases, and, to Landlord. Tenant’s obligation to restore the extent applicable Property under the laws of the State, the filing of a notice of completion and the expiration of the period provided under the law of the State for the filing of mechanics' and materialmens' liens, as certified pursuant to this Article 10 an Officer's Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer's Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed and all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium, and any balance thereof, shall be subject paid over to Mezzanine Lender and applied to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord Indebtedness (Mezzanine) without penalty or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)premium.

Disbursement of Proceeds. In the event Tenant is required to restore any Property Facility pursuant to Section 10.2 and this Agreement is not terminated as to such the applicable Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property Facility (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property Facility pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence be paid out by Landlord or Tenant from time to time for the reasonable costs of such reconstruction or repair; provided, however, that, subject to the requirements of any Facility Mortgagee, and subject further to the following requirements: (or cause i) prior to be commenced) promptly and continue diligently to perform commencement of restoration, (or cause to be performedA) the repair and restoration of such Property (hereinafter called the “Work”)architects, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall becontracts, to the extent practicablecontractors, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (B) appropriate waivers of mechanics' and material supplier's liens shall have been filed, delayed if and to the extent permissible in the State; (ii) at the time of any disbursement, subject to Article XIII, no mechanics' or conditioned)material supplier's liens shall have been filed against the Leased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) prior to completion of the restoration, Landlord shall be authorized to holdback, as a reserve against future disbursements, ten percent (10%) of such proceeds; (iv) if Landlord shall reasonably determine that the proceeds are not sufficient to cover the total cost of the restoration, Tenant shall be obligated to deposit with Landlord the amount of such shortfall immediately upon receiving written notice thereof from Landlord; (v) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (cB) waivers of liens to the extent that a general contractors’ estimateswaiver was not previously provided, (dC) architect’s certificatesa satisfactory bring-down of title insurance and (D) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and material supplier's lien claims; (vi) each request for disbursement shall be accompanied by a certificate of Tenant, signed by an authorized officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; (vii) to the extent actually held by Landlord and not by a Facility Mortgagee, (eA) conditional lien waivers of general contractorsthe proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hB) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (viii) such other certificates reasonable conditions as Landlord maymay reasonably impose, from time to timeor such other conditions as may be required by a Facility Mortgagee, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release including, without limitation, payment by Tenant of such proceeds reasonable costs of administration imposed by any or on behalf of Facility Mortgagee to Landlord. Tenant’s obligation to restore should the applicable Property pursuant to this Article 10 shall proceeds be subject to the release of available insurance proceeds held by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to ------------------------ restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2, Tenant shall commence (or cause to be commencedshall ------------ direct the Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “"Work”"), ---- so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the -------------- repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractorscontrac tors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Hotel ---------- Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Leased Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by ---------- the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant or the Manager and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to restore any the Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such the Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Property (hereinafter called the “WorkWORK”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements Applicable Law and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimates, (div) architect’s certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vii) if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article ARTICLE 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility the Hotel Mortgagee to Landlord. If the Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat the Property as rendered Unsuitable for Its Permitted Use for purposes of SECTION 10.2.1. Tenant’s obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore make insurance proceeds available for Restoration, Lender shall, in accordance with this Section 3.07(d) and through a disbursement procedure established by Lender, periodically make available to Borrower in installments the net amount of all insurance proceeds received by Lender and any Property pursuant to Section 10.2 interest earned thereon after deduction of all reasonable costs and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly expenses incurred by Lender in connection with the collection and continue diligently to perform (or cause to be performed) the repair and restoration disbursement of such Property proceeds (hereinafter called the “WorkNet Proceeds”), so as and, if any, the Additional Funds. The amounts periodically disbursed to restore Borrower shall be based upon the amounts currently due under the construction contract for Restoration (but if there shall be no construction contract for the Restoration, such amounts shall be based on invoices received from contractors or materialmen providing labor or materials with respect to the Restoration) and Xxxxxx’s receipt of (i) appropriate lien waivers, (ii) a certification of the percentage of Restoration completed by an architect or engineer acceptable to Lender, and (iii) title insurance protection against materialmen’s and mechanic’s liens (or cause such other evidence satisfactory to Lender that no such liens shall exist upon the disbursement of the aforementioned amounts). At Lender’s election, the disbursement of funds may be handled by a disbursing agent selected by Xxxxxx and approved by Borrower, such approval not to be restored) the applicable Property in material compliance with all Legal Requirements unreasonably withheld, and so that such Property agent’s reasonable fees and expenses shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destructionbe paid by Borrower. Subject to the terms hereofforegoing, Landlord Borrower shall advance the insurance proceeds be entitled to make written requests for installments of Net Proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 Additional Funds at thirty (30) day intervals during any Restoration, and Lender or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so disbursing agent, as to permit payment for the cost of any such restoration and repair. Any such advances case may be, shall be made not more than monthly make the requested release within ten (10) Business Days after Tenant submits business days of receipt of such request by Xxxxxx or the disbursing agent, together with the documentation and information required to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable submitted therewith pursuant to Landlordthis Section 3.07(d). Landlord The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan, and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration of the Property and (x) Borrower refuses or, subject to the notice and cure provisions of Section 6.01 hereof, fails to complete the Restoration according to the anticipated schedule for the Restoration (as approved by Lender) or (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration in accordance with this Section, then any undisbursed portion may, at its Lender’s option, condition advancement be applied to the Obligations in any order of such insurance proceeds priority, and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory application to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 principal shall be deemed a voluntary prepayment subject to the release Prepayment Premium. So long as no default exists under the Documents, any Net Proceeds that have not been disbursed after completion of such proceeds the Restoration (as determined by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 Lender in good faith) shall be subject delivered to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In the event Tenant is required ------------------------ to restore any Property pursuant to Section 10.2 and this Agreement is not ------------ terminated as to such Property pursuant to this Article 10, Tenant shall ---------- commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property ---- in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during -------------- the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, -------------- Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 ---------- during the last two (2) years of the Term (including any renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 If any Hotel Mortgagee shall be subject unwilling to the release of available disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the applicable Facility Mortgagee giving of Notice thereof to Landlord or directly to within ten (10) Business Days after Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement learns of such deficiency).unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. --------------

Disbursement of Proceeds. In Section 12.5.1 Disbursements of the event Tenant is required Proceeds in cash and Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Administrative Agent but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Administrative Agent of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Borrowing Base Liens, (aii) evidence reasonably satisfactory to Administrative Agent that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the absence same is required by state law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the applicable Borrowing Base Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Administrative Agent or discharged of record or in the alternative, fully insured to the satisfaction of Administrative Agent by the Title Company that issued the Title Policy or otherwise contested in accordance with Section 7.1.31 and (biii) its approval an Independent Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 12.4.2 above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Administrative Agent shall be made upon receipt by Administrative Agent of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the state for the filing of mechanics’ and materialmens’ liens which are entitled to Landlord. Tenant’s obligation priority as to restore the applicable Property other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of occupancy is not required. Section 12.5.2 If, after the Work is completed in accordance with the provisions hereof and Administrative Agent receives evidence that all costs of completion have been paid, there are any excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In (1) The insurance proceeds shall be held by the event Tenant is required Administrative Agent in the Casualty/Taking Account in accordance with the Cash Management Agreement and, until disbursed in accordance with the provisions of this Section 3.4, shall constitute additional security for the Loans. Upon receipt of evidence reasonably satisfactory to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as the Administrative Agent that all the conditions precedent to such Property pursuant advance, including those set forth in Section 3.3(2) above, have been satisfied, the insurance proceeds shall be disbursed by the Administrative Agent to, or as directed by, Borrower from time to this Article 10time during the course of the restoration in substantially the same manner and subject to similar conditions as if such advances were being made in connection with a construction loan, Tenant shall commence (or cause such manner of disbursement and conditions to be commenceddetermined by the Administrative Agent, including the Administrative Agent’s receipt of (A) promptly advice from a Restoration Consultant (who shall be employed by the Administrative Agent at Borrower’s sole expense) that the work completed or materials installed conform to said budget and continue diligently plans, as approved by the Administrative Agent, (B) evidence that all materials installed and work and labor performed to perform (or cause to be performed) the repair and restoration date of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, advance (except to the extent practicablethat they are to be paid for out of the requested disbursement) in connection with the restoration have been paid for in full, substantially equivalent in value including the receipt of waivers of lien, contractor’s certificates, surveys, receipted bills, releases, title policy endorsements and general utility to its general utility such other evidences of cost, payment and value immediately prior to such damage or destruction. Subject performance satisfactory to the terms hereofAdministrative Agent, Landlord and (C) evidence that there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens of any nature whatsoever on the Project which are not being contested or have not either been fully bonded to the reasonable satisfaction of the Administrative Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of the Administrative Agent under the title policy obtained in connection with the Loans made herein. (2) All plans and specifications required in connection with the restoration shall advance be subject to prior review and approval (such approval not to be unreasonably withheld) in all respects by the Administrative Agent and by an independent consulting engineer selected by the Administrative Agent (the “Restoration Consultant”). The Administrative Agent shall have the use of the 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 the restoration, as well as all contracts having a cost in excess of $500,000, shall be subject to prior review and approval by the Administrative Agent and the Restoration Consultant. All reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with making the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost of any and expense, all necessary government approvals as and when required in connection with such restoration and repairprovide copies thereof to the Administrative Agent and Restoration Consultant. (3) In no event shall the Administrative Agent be obligated to make disbursements of the insurance 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 Restoration Consultant, minus the Restoration Retainage. Any such advances The term “Restoration Retainage” shall be made not more than monthly within mean the greater of (i) an amount equal to ten percent (10%) Business Days after Tenant submits of the costs actually incurred for work in place as part of the restoration, as certified by the Restoration Consultant and (ii) the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the restoration. The Restoration Retainage shall not be released until the Restoration Consultant certifies to Landlord a written requisition the Administrative Agent that the restoration has been substantially completed in accordance with the provisions of this Section 3.4, subject to punch-list items and substantiation therefor on AIA Forms G702 other non-material items of work and G703 (that all approvals necessary for the re-occupancy and use of the Project have been obtained from all appropriate governmental authorities, and the Administrative Agent receives evidence reasonably satisfactory to the Administrative Agent that the costs of the restoration have been paid in full or on will be paid in full out of the Restoration Retainage; provided, however, that the Administrative Agent will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the restoration as of the date upon which the Restoration Consultant certifies to the Administrative Agent that such other form contractor, subcontractor or forms materialman has satisfactorily completed all work and has supplied all materials in accordance with its contract, and the Administrative Agent receives lien waivers and evidence of payment in full of all sums due to such contractor, subcontractor or materialman as may be reasonably acceptable requested by the Administrative Agent or by the title company issuing the title policy, and the Administrative Agent receives an endorsement to Landlord). Landlord may, at its option, condition advancement the title policy insuring the continued priority of such insurance proceeds the lien of the Mortgage and other amounts on (a) the absence evidence of payment of any Event of Defaultpremium payable for such endorsement. If required by the Administrative Agent, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of any such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore portion of the applicable Property pursuant to this Article 10 Restoration Retainage shall be subject to the release of available insurance proceeds approved by the applicable Facility Mortgagee surety company, if any, which has issued a payment or performance bond with respect to Landlord such contractor, subcontractor or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)materialman.

Disbursement of Proceeds. In the event Tenant is required to restore any the Property pursuant to Section SECTION 10.2 and this Agreement is not terminated as to such the Property pursuant to this Article ARTICLE 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements Applicable Law and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section SECTION 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vii) if Tenant has elected to advance deficiency funds pursuant to Section SECTION 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility the Hotel Mortgagee to Landlord. If the Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat the Property as rendered Unsuitable for Its Permitted Use for purposes of SECTION 10.2.1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article ARTICLE 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required to ------------------------ restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2, Tenant shall commence (or cause to be commencedshall ------------ direct the Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “"Work”"), ---- so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the -------------- repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 ---------- shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Leased Property pursuant to this Article ------- 10 shall be subject to the release of available insurance proceeds by the --- applicable Facility Hotel Mortgagee to Landlord or directly to Tenant or the Manager and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In the event Tenant is required to ------------------------ restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2, Tenant shall commence (or cause to be commencedshall ------------ direct the Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “"Work”"), ---- so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the -------------- repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 ---------- during the last two (2) years of the Term shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with this Agreement, Tenant shall have the right to terminate this Agreement. Tenant’s 's obligation to restore the applicable Leased Property pursuant to this Article ------- 10 shall be subject to the release of available insurance proceeds by the -- applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by the Administrative Agent but only for so long as no Specified Default or Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by the Administrative Agent of (i) an Officer’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) subject to Borrower’s right to contest under Section 10.3, evidence reasonably satisfactory to the absence Administrative Agent that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the same is required by the applicable State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Borrowing Base Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of the Administrative Agent or discharged of record or in the alternative, (b) its approval fully insured to the satisfaction of plans the Administrative Agent by the Title Company, an Architect’s certificate certifying performance of the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Architect, except for payment made to contractors or subcontractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) (the “Retainage Release Threshold”) of general contractorsthe value of the Work performed and materials furnished and incorporated into the Improvements by such contractor or subcontractor, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord mayapplicable, from time to timetime until such time as fifty percent (50%) of such Work has been satisfactorily completed (as certified by the Architect), reasonably require. Landlord’s obligation at which time the Retainage Release Threshold with respect to disburse insurance proceeds under this Article 10 such Work may be increased to ninety-five (95%), and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to Section 9.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with the Administrative Agent shall be made upon receipt by the Administrative Agent of a certification by an Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics’ and materialmens’ liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 shall be subject an Officer’s Certificate, and delivery of a certificate of occupancy with respect to the release Work, or, if not applicable, an Officer’s Certificate to the effect that a certificate of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)occupancy is not required.

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in excess of the Casualty Amount in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) a Borrower’s Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials for which payment is sought are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with the absence Work to which such request relates (except to the extent that they are to be paid out of the requested disbursement) have been installed or completed and have been paid in full or will be paid in full from such disbursement to the extent of such disbursement request and (B) there exists no notices of pendency, stop orders, mechanic’s liens or notices of intention to file same (unless the same is required by State law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe Work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect’s certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b)) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by Borrower (or, if requested by Lender) an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee the Work substantially in accordance with the submitted plans and specifications, final lien releases, and, to Landlord. Tenant’s obligation to restore the extent applicable Property under the laws of the State, the filing of a notice of completion and the expiration of the period provided under the law of the State for the filing of mechanics’ and materialmens’ liens, as certified pursuant to this Article 10 a Borrower’s Certificate, and delivery of a temporary certificate of occupancy with respect to the Work, or, if not applicable, a Borrower’s Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed and all costs of completion have been paid, there are excess Proceeds, such excess Proceeds shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In the event Tenant is required to restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10Sections 10.1 or 10.2, Tenant shall shall, at its sole cost and expense, commence (or cause to be commenced) promptly and continue diligently to perform (perform, or cause to be performed) , the repair and restoration of such the Leased Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Leased Property in material full compliance with all Legal Requirements and otherwise in compliance with any other applicable provisions of this Lease, so that such the Leased Property shall be, to the extent practicable, substantially equivalent be at least equal in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds (other than proceeds of business interruption insurance which shall be advanced as provided below) and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.3 to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made for not more less than monthly within ten $50,000 (10or such lesser amount as equals the entire balance of the repair and restoration costs) Business Days after and Tenant submits shall submit to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Default or Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Provided no Default or Event of Default has occurred and is continuing, on the first day of each calendar month during which proceeds of business interruption insurance are disbursed to Landlord under the policy of business interruption insurance maintained pursuant to Article 9, Landlord shall disburse proceeds of business interruption insurance received by it to Tenant upon notice from Tenant accompanied by a certification from Tenant that such moneys will be used for costs or expenses of owning or operating the Leased Property. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by Landlord or Tenant shall commence (be paid out by Landlord or cause Tenant from time to be commenced) promptly and continue diligently to perform (or cause to be performed) time for the repair and restoration reasonable costs of such Property (hereinafter called the “Work”)reconstruction or repair; provided, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall behowever, that, subject to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereofrequirements of any Facility Mortgagee, Landlord shall advance disburse proceeds subject to the insurance proceeds and any additional amounts payable by Landlord pursuant following requirements: (i) prior to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost commencement of any such restoration and repair. Any such advances shall be made not more than monthly within ten restoration, (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (aA) the absence of any Event of Defaultarchitects, (b) its approval of contracts, contractors, plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (B) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (ii) at the time of any disbursement, delayed subject to Article XIII, no mechanics' or conditioned)materialmen's liens shall have been filed against the Leased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) prior to completion of the restoration, Landlord shall be authorized to holdback, as a reserve against future disbursements, ten percent (10%) of such proceeds; (iv) if Landlord shall reasonably determine that the proceeds are not sufficient to cover the total cost of the restoration, Tenant shall be obligated to deposit with Landlord the amount of such shortfall immediately upon receiving written notice thereof from Landlord; (v) disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (cB) general contractors’ estimateswaivers of liens, (dC) architect’s certificatesa satisfactory bring-down of title insurance and (D) other evidence of cost and payment so that Landlord and Facility Mortgagee can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims; (vi) each request for disbursement shall be accompanied by a certificate of Tenant, signed by the president or a vice president of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of the Lease; (vii) to the extent actually held by Landlord and not by a Facility Mortgagee, (e1) conditional lien waivers of general contractorsthe proceeds shall be held in a separate account and shall not be commingled with Landlord's other funds, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h2) interest shall accrue on funds so held at the money market rate of interest and such interest shall constitute part of the proceeds; and (viii) such other certificates reasonable conditions as Landlord maymay reasonably impose or such other conditions as may be required by a Facility Mortgagee, from time to timeincluding, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release without limitation, payment by Tenant of such proceeds reasonable costs of administration imposed by any or on behalf of Facility Mortgagee to Landlord. Tenant’s obligation to restore should the applicable Property pursuant to this Article 10 shall proceeds be subject to the release of available insurance proceeds held by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Mortgagee.

Disbursement of Proceeds. In the event Tenant is (1) All insurance proceeds required to restore any Property pursuant be held by the Administrative Agent in the Casualty/Taking Account in accordance with the Cash Management Agreement and, until disbursed in accordance with the provisions of this Section 3.4, shall constitute additional security for the Loans. Upon receipt of evidence reasonably satisfactory to Section 10.2 and this Agreement is not terminated as the Administrative Agent that all the conditions precedent to such Property pursuant to this Article 10advance, Tenant shall commence (or cause to be commencedincluding, if applicable, those set forth in Section 3.3(2) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”)above, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall behave been satisfied, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable shall be disbursed by Landlord pursuant the Administrative Agent to, or as directed by, Borrower from time to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly time during the repair course of the restoration in substantially the same manner and restoration period so subject to similar conditions as to permit payment for the cost of any such restoration and repair. Any if such advances shall be were being made not more than monthly within ten (10) Business Days after Tenant submits in connection with a construction loan, such manner of disbursement and conditions to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord maydetermined by the Administrative Agent, at its option, condition advancement including the Administrative Agent’s receipt of such insurance proceeds and other amounts on (a) advice from a Restoration Consultant (who shall be employed by the absence of any Event of DefaultAdministrative Agent at Borrower’s sole expense) that the work completed or materials installed conform to said budget and plans, as approved by the Administrative Agent, (b) its approval evidence that all materials installed and work and labor performed to the date of plans the applicable advance (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, including the receipt of waivers of lien, contractor’s certificates, surveys, receipted bills, releases, title policy endorsements and specifications such other evidences of an architect cost, payment and performance satisfactory to Landlord (which approval shall not be unreasonably withheldthe Administrative Agent, delayed or conditioned), and (c) general contractors’ estimatesevidence that there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens of any nature whatsoever on the Project which are not being contested or have not either been fully bonded to the reasonable satisfaction of the Administrative Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of the Administrative Agent under the title policy obtained in connection with the Loans made herein. Notwithstanding the foregoing, but subject to the other provisions of this Section 3.4, in the event of a loss which is less than or equal to the Threshold Amount, Administrative Agent shall disburse the insurance proceeds to Borrower from time to time during the course of the renovation upon written request therefor from Borrower to pay the costs of such renovation, provided that at all times (i) Borrower is diligently pursuing the completion of such renovation in a good and workmanlike manner, (dii) architect’s certificatessuch advances are being used to reimburse Borrower for, (e) conditional lien waivers or to pay directly to the third parties entitled thereto, the costs of general contractorssuch renovation, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hiii) such other certificates as Landlord may, upon Administrative Agent’s request from time to time, reasonably require. Landlord’s obligation Administrative Agent shall have received evidence of the type referred to disburse insurance proceeds under this Article 10 in clause (C) above. (2) All plans and specifications required in connection with the restoration shall be subject to prior review and approval (such approval not to be unreasonably withheld) in all respects by the release Administrative Agent and by an independent consulting engineer selected by the Administrative Agent (the “Restoration Consultant”). The Administrative Agent shall have the use of such proceeds by any Facility Mortgagee to Landlordthe plans and specifications and all permits, licenses and approvals required or obtained in connection with the restoration. Tenant’s obligation to restore The identity of the applicable Property pursuant to this Article 10 contractors, subcontractors and materialmen engaged in the restoration, as well as all contracts having a cost in excess of $50,000, shall be subject to prior review and approval by the Administrative Agent and the Restoration Consultant. All costs and expenses incurred by the Administrative Agent in connection with making the insurance proceeds available for the restoration including reasonable counsel fees and disbursements and the Restoration Consultant’s fees, shall be paid by Borrower. Borrower shall also obtain, at its sole cost and expense, all necessary government approvals as and when required in connection with such restoration and provide copies thereof to the Administrative Agent and Restoration Consultant. (3) In no event shall the Administrative Agent be obligated to make disbursements of the insurance 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 Restoration Consultant, minus the Restoration Retainage. The term “Restoration Retainage” means the greater of (i) an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the restoration, as certified by the Restoration Consultant and (ii) the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the restoration. The Restoration Retainage shall not be released until the Restoration Consultant certifies to the Administrative Agent that the restoration has been substantially completed in accordance with the provisions of this Section 3.4, subject to punch-list items and other non-material items of work and that all approvals necessary for the re-occupancy and use of the Project have been obtained from all appropriate governmental authorities, and the Administrative Agent receives evidence reasonably satisfactory to the Administrative Agent that the costs of the restoration have been paid in full or will be paid in full out of the Restoration Retainage; provided, however, that the Administrative Agent will release the portion of the Restoration Retainage being held with respect to any contractor, subcontractor or materialman engaged in the restoration as of the date upon which the Restoration Consultant certifies to the Administrative Agent that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with its contract, and the Administrative Agent receives lien waivers and evidence of payment in full of all sums due to such contractor, subcontractor or materialman as may be reasonably requested by the Administrative Agent or by the title company issuing the title policy, and the Administrative Agent receives an endorsement to the title policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by the Administrative Agent, the release of available insurance proceeds any such portion of the Restoration Retainage shall be approved by the applicable Facility Mortgagee surety company, if any, which has issued a payment or performance bond with respect to Landlord such contractor, subcontractor or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)materialman.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more often than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (bi) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cii) general contractors’ ' estimates, (diii) architect’s 's certificates, (eiv) conditional lien waivers of general contractors, if available, (fv) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vi) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Property Mortgagee to Landlord. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Property Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

Disbursement of Proceeds. In (a) Disbursements of the event Tenant is required Proceeds in Cash or Cash Equivalents to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances Borrower hereunder shall be made from time to time (but not more frequently than once in any month) by Lender but only for so long as no Event of Default shall have occurred and be continuing, as the Work progresses upon receipt by Lender of (i) an Officer's Certificate dated not more than monthly within ten (10) Business Days after Tenant submits prior to Landlord a written requisition the application for such payment, requesting such payment or reimbursement and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement describing the Work performed that is the subject of such insurance proceeds request, the parties that performed such Work and the actual cost thereof, and also certifying that such Work and materials are or, upon disbursement of the payment requested to the parties entitled thereto, will be free and clear of Liens other amounts on than Permitted Encumbrances, (aii) evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed in connection with such Work have been paid for in full and (B) there exists no notices of pendancy, stop orders, mechanic's liens or notices of intention to file same (unless the absence same is required by the applicable state law as a condition to the payment of a contractor) or any liens or encumbrances of any Event nature whatsoever on the Property arising out of Defaultthe work which have not been either fully bonded to the satisfaction of Lender or discharged of record or in the alternative, fully insured to the satisfaction of Lender by the Title Company that issued the Title Policy and (biii) its approval an Independent Architect's certificate certifying performance of plans the Work together with an estimate of the cost to complete the Work. No payment made prior to the final completion of the Work, as certified by the Independent Architect, except for payment made to contractors whose Work shall have been fully completed and specifications of an architect satisfactory to Landlord (from which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional final lien waivers have been received, shall exceed ninety percent (90%) of general contractors, if available, (f) evidence the value of approval by all governmental authorities the Work performed and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing materials furnished and incorporated into the amount thereof with Landlord and (h) such other certificates as Landlord may, Improvements from time to time, reasonably require. Landlord’s obligation and at all times the undisbursed balance of said Proceeds together with all amounts deposited, bonded, guaranteed or otherwise provided for pursuant to disburse insurance proceeds under this Article 10 Section 6.2.4(b) above, shall be subject at least sufficient to pay for the estimated cost of completion of the Work; final payment of all Proceeds remaining with Lender shall be made upon receipt by Lender of a certification by an Independent Architect, as to the release completion of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the Work substantially in accordance with the submitted plans and specifications, final lien releases, and the filing of a notice of completion and the expiration of the period provided under the law of the applicable Property State for the filing of mechanics' and materialmens' liens which are entitled to priority as to other creditors, encumbrances and purchasers, as certified pursuant to this Article 10 an Officer's Certificate, and delivery of a certificate of occupancy with respect to the Work, or, if not applicable, an Officer's Certificate to the effect that a certificate of occupancy is not required. (b) If, after the Work is completed in accordance with the provisions hereof and Lender receives evidence that all costs of completion have been paid, there are excess Proceeds, Lender shall apply such excess Proceeds with respect to the Taking of or casualty to the Property to the payment or prepayment of all or any portion of the Indebtedness secured hereby without penalty or premium, and any balance thereof, shall be subject paid over to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Borrower.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, 53 condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (gvii), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 during the last two (2) years of the Term (including any automatic renewals thereof) shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. If any Hotel Mortgagee shall be unwilling to disburse insurance proceeds in accordance with the terms of this Agreement, Tenant shall have the right, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 10.2.1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant If Lender elects or is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the make insurance proceeds and any additional amounts payable available for Restoration, Lender shall, through a disbursement procedure established by Landlord pursuant Lender, periodically make available to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during Borrower in installments the repair and restoration period so as to permit payment for the cost net amount of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such all insurance proceeds received by Lender after deduction of all reasonable costs and other amounts on (a) expenses incurred by Lender in connection with the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (collection and disbursement of such deficiencyproceeds (“Net Proceeds”) and, if any, the Additional Funds. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Lender’s receipt of (A) appropriate lien waivers, (B) a certification of the percentage of Restoration completed by an architect or engineer reasonably acceptable to Lender, and (C) title insurance protection against materialmen’s and mechanic’s liens (if available). At Lender’s election, the disbursement of funds may be handled by a disbursing agent selected by Lender and such agent’s reasonable fees and expenses shall be paid by Borrower. The Net Proceeds, Rental Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan and Borrower shall authorize, execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default exists, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Indebtedness in any order of priority, and any application to principal shall be deemed a voluntary prepayment subject to the Additional Costs, if applicable.

Disbursement of Proceeds. In the event Tenant is required undertakes to ------ ------------------------ restore any the Leased Property pursuant to Section 10.2 and after an Insured Casualty or, if this Agreement is has not terminated as to such Property pursuant to this Article 10been terminated, a Prohibited Casualty, Tenant shall commence (or shall cause to be commencedthe Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal ---- Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 containing such information and G703 (or on in such other form or forms as may be reasonably acceptable to required by Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (c) general contractors’ ' estimates, (d) architect’s 's certificates, (e) conditional unconditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, required and (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Hotel ---------- Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to Notwithstanding anything contained in this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant andAgreement, in the event that any Hotel Mortgagee does not release insurance proceeds to Landlord, unless Landlord determines, in its sole and absolute discretion, to make monies in the amount of such proceeds are insufficientavailable to Tenant for repair or restoration of the Leased Property, Tenant shall have no obligation to repair or restore the Leased Property. If a Hotel Mortgagee or Landlord electing releases only a portion of insurance proceeds to Tenant and Landlord does not, in its sole and absolute discretion, make such deficiency any shortfall in the amount of insurance proceeds released by a Hotel Mortgagee available therefor (to Tenant for repair or restoration of the Leased Property, Tenant shall only be obligated to repair and disbursement restore the Leased Property to the extent of such deficiency)moneys released by Hotel Mortgagee or Landlord, plus any sums made available by Landlord for repairs and restoration.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Any proceeds held by ------------------------ Landlord or Tenant shall commence be paid out by Landlord or Tenant from time to time for the reasonable costs of such reconstruction or repair; provided, -------- however, that Landlord shall disburse proceeds subject to the following ------- requirements: (or cause i) prior to be commenced) promptly and continue diligently to perform commencement of restoration, (or cause to be performedA) the repair and restoration of such Property (hereinafter called the “Work”)architects, so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall becontracts, to the extent practicablecontractors, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (for the restoration shall have been approved by Landlord, which approval shall not be unreasonably withheldwithheld or delayed and (B) appropriate waivers of mechanics' and materialmen's liens shall have been filed; (ii) at the time of any disbursement, delayed subject to Article 12, no ---------- mechanics' or conditioned)materialmen's liens shall have been filed against any of the Leased Property and remain undischarged, unless a satisfactory bond shall have been posted in accordance with the laws of the State; (iii) disbursements shall be made as requested by Tenant, not more frequently than monthly, upon not less than 15 days' notice in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (cB) general contractors’ estimateswaivers of liens, (dC) architect’s certificates, a satisfactory bringdown of title insurance and (eD) conditional lien waivers of general contractors, if available, (f) other evidence of approval by all governmental authorities cost and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with payment so that Landlord and (h) such other certificates as Landlord may, Facility Mortgagee can verify that the amounts disbursed from time to timetime are represented by work that is completed, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 in place and free and clear of mechanics' and materialmen's lien claims; (iv) each request for disbursement shall be subject accompanied by a certificate of Tenant, signed by the president or a vice president of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease; and (v) to the release of such extent actually held by Landlord and not by a Facility Mortgagee, (1) the proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to held in a separate account and shall not be commingled with Landlord's other funds, and (2) interest shall accrue on funds so held at the release money market rate of available insurance proceeds by interest and such interest shall constitute part of the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)proceeds.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property the Premises pursuant to this Article 10Section 16, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”)Premises, so as to restore (or cause to be restored) the applicable Property Premises in material compliance with all Legal Requirements and so that such Property shall beApplicable Laws to substantially the same condition, to the extent reasonably practicable, substantially equivalent in value and general utility to its general utility and value as existed immediately prior to such before the damage or destructiondestruction and otherwise in accordance with this Lease. Subject to the terms hereof, Landlord shall advance the insurance proceeds and and, subject to the terms hereof, any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord 16.1.3 to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (a) the absence of any uncured Event of Default, (b) its approval of plans Default and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates or documents as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 Section 16 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. , and Tenant’s obligation to restore the applicable Property Premises pursuant to this Article 10 Section 16 shall be subject to the release of available insurance proceeds by the applicable any Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency); provided, however, that Landlord and Tenant shall each have the same termination rights in the event of any Facility Mortgagee’s failure or refusal to disburse insurance proceeds as they have with respect to Landlord’s failure to disburse any deficiency in insurance proceeds, as provided in Section 16.1.3.

Disbursement of Proceeds. In the event Tenant is required to restore any the Property pursuant to Section 10.2 and this Agreement is not terminated as to such the Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements Applicable Law and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), vii) if Tenant has elected to advance deficiency funds pursuant to Section 10.2.310.2.3 , Tenant depositing the amount thereof with Landlord and (hviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. 1. Tenant’s 's obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Hotel Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Tenant.

Disbursement of Proceeds. In the event Tenant is required undertakes to restore any the Leased Property pursuant to Section 10.2 and after an Insured Casualty or, if this Agreement is has not terminated as to such Property pursuant to this Article 10been terminated, a Prohibited Casualty, Tenant shall commence (or shall cause to be commencedthe Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such the Leased Property (hereinafter called the “Work”"WORK"), so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such the Leased Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 containing such information and G703 (or on in such other form or forms as may be reasonably acceptable to required by Landlord). Landlord may, at its option, condition advancement of such said insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (c) general contractors’ ' estimates, (d) architect’s 's certificates, (e) conditional unconditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, required and (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation to disburse insurance proceeds under this Article ARTICLE 10 shall be subject to the release of such proceeds by any Facility Hotel Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to Notwithstanding anything contained in this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant andAgreement, in the event that any Hotel Mortgagee does not release insurance proceeds to Landlord, unless Landlord determines, in its sole and absolute discretion, to make monies in the amount of such proceeds are insufficientavailable to Tenant for repair or restoration of the Leased Property, Tenant shall have no obligation to repair or restore the Leased Property. If a Hotel Mortgagee or Landlord electing releases only a portion of insurance proceeds to Tenant and Landlord does not, in its sole and absolute discretion, make such deficiency any shortfall in the amount of insurance proceeds released by a Hotel Mortgagee available therefor (to Tenant for repair or restoration of the Leased Property, Tenant shall only be obligated to repair and disbursement restore the Leased Property to the extent of such deficiency)moneys released by Hotel Mortgagee or Landlord, plus any sums made available by Landlord for repairs and restoration.

Disbursement of Proceeds. In the event Tenant is required to restore any the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10Sections 10.1 or 10.2, Tenant shall shall, at its sole cost and expense, commence (or cause to be commenced) promptly and continue diligently to perform (perform, or cause to be performed) , the repair and restoration of such the Leased Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Leased Property in material full compliance with all Legal Requirements and otherwise in compliance with any other applicable provisions of this Lease, so that such the Leased Property shall be, to the extent practicable, substantially equivalent in be at least equal in-value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds (other than proceeds of business interruption insurance which shall be advanced as provided below) and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.3 to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made for not more less than monthly within ten $50,000 (10or such lesser amount as equals the entire balance of the repair and restoration costs) Business Days after and Tenant submits shall submit to Landlord Landlord, a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (ai) the absence of any Default or Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if available, (fvi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord required and (hvii) such other certificates as Landlord may, from time to time, reasonably require. Provided no Default or Event of Default has occurred and is continuing, on the first day of each calendar month during which proceeds of business interruption insurance are disbursed to Landlord under the policy of business interruption insurance maintained pursuant to Article 9, Landlord shall disburse proceeds of business interruption insurance received by it to Tenant upon notice from Tenant accompanied by a certification from Tenant that such moneys will be used for costs or expenses of owning or operating the Leased Property. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Mortgagee.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement If Lender is not terminated entitled to apply the Insurance Proceeds to the Secured Obligations, Lender (or at Lender’s election, a disbursing or escrow agent selected by Xxxxxx and whose fees shall be paid by Xxxxxxxx) shall disburse the Insurance Proceeds for the Restoration from time to time as the Restoration progresses, but only after satisfaction, at Borrower’s expense, of such conditions precedent to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so disbursements as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, Lender may reasonably require including but not limited to the extent practicablefollowing: (w) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender of the estimated cost of the Restoration; (x) Lender shall have approved the plans, substantially equivalent specifications and contracts for the Restoration as required by Section 4.6(f)(i); (y) Borrower shall have delivered to Lender funds in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject addition to the terms hereof, Landlord shall advance the insurance proceeds Insurance Proceeds in an amount sufficient in Lender’s reasonable judgment to complete and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment fully pay for the cost of any Restoration; (z) Borrower shall have delivered to Lender such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such building permits, other form or forms as may be reasonably acceptable to Landlord). Landlord maypermits, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractorslien, if availablecontractor’s sworn statements, (f) title insurance endorsements, plats of survey and other evidence of approval by all governmental authorities cost, payment and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord performance as Lender may reasonably require and approve; and (haa) such other certificates as Landlord mayif required by Xxxxxx, Borrower shall have entered into an agreement providing in greater detail for the Restoration, the disbursement of Insurance Proceeds and related matters. No payment made prior to the final completion of the Restoration shall exceed ninety percent of the value of the work performed and materials incorporated into the Mortgaged Property from time to time, reasonably requireas such value is determined by Lender in its reasonable judgment. LandlordDisbursements may, at Lender’s obligation election, be made on a percentage of completion basis or on such other basis as is acceptable to disburse insurance proceeds under this Article 10 Lender. Disbursements shall be subject to the release Borrower’s delivery of such proceeds lien waivers and paid receipts as Lender may require, and otherwise on terms and subject to conditions acceptable to Lender. From time to time after commencement of the Restoration, if so requested by Xxxxxx, Borrower shall deposit with Lender funds in excess of the Insurance Proceeds which, together with the Insurance Proceeds and all funds previously deposited with Lender in connection with the Restoration, must at all times be at least sufficient in the reasonable judgment of Lender to pay the entire unpaid cost of the Restoration. Funds so deposited by Borrower may at Lender’s option be disbursed prior to the disbursement of Insurance Proceeds. Xxxxxx may retain a construction consultant to inspect the Restoration and related matters on Xxxxxx’s behalf and to advise Lender with respect thereto and Borrower shall pay the cost thereof; provided that neither Borrower nor any Facility Mortgagee other person or entity other than Lender shall have any right to Landlordrely on any inspection or advice of such consultant. Tenant’s obligation Such consultant shall not be the agent of Xxxxxx and shall not have the power to restore the applicable Property bind Lender in any way. Any surplus Insurance Proceeds or other funds held by Lender pursuant to this Article 10 Section 4.6(f) that may remain after payment of all costs of the Restoration shall be subject paid to the release Borrower (or to such other person or entity as Lender reasonably determines is entitled thereto) so long as no Event of available insurance proceeds Default then exists. No interest shall be allowed to Borrower on account of any Insurance Proceeds or other funds held by the applicable Facility Mortgagee Lender pursuant to Landlord or directly to Tenant andthis Section 4.6(f), but at Borrower’s request, Lender will deposit such amounts into a blocked interest-bearing account with Lender over which Lender has sole possession, authority and control, in which Lender has a perfected first-priority security interest to secure the event such proceeds are insufficientSecured Obligations, Landlord electing and otherwise on terms and conditions satisfactory to make such deficiency available therefor (and Lender in its sole discretion. Notwithstanding the above, if an Event of Default exists prior to full disbursement of the Insurance Proceeds and any other funds held by Lender pursuant to this Section 4.6(f), any undisbursed portion thereof may, at Lender’s option, be applied against the Secured Obligations, whether or not then due, in such deficiency)order and manner as Lender shall select.