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 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, 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 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 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 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 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 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 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 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).. 10.3

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 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 the event Tenant is required to restore any Property pursuant to Section 10.2 shall, at its sole cost and this Agreement is not terminated as to such Property pursuant to this Article 10expense, 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 Leased Property (hereinafter called the “Work”"WORK"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 such property and casualty insurance proceeds and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.2.2 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 $100,000 (10or such lesser amount as equals the entire balance of the repair and restoration) 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 said 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 or conditioned)Landlord, (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 the applicable Facility 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 Mortgagee to Landlord or directly Landlord; provided, however, that Tenant shall be entitled to Tenant and, cease operations at such Facility pursuant to and in accordance with Section 4.5 above. In the event Tenant elects to close such Facility as aforesaid, Tenant shall, as Additional Charges, pay to Landlord all property or casualty insurance proceeds are insufficientreceived in connection therewith, along with any deductible or retention, but in no event shall Tenant pay to Landlord electing to make such deficiency available therefor (and disbursement less than the full Replacement Cost of such deficiency)Facility, including Tenant's Personal Property.

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 the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2.2, Tenant shall commence (or cause to be commencedshall direct Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”)Leased Property, so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such Property shall beto 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 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 frequently 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 uncured Event of Default, (bii) its approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ contractor's estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, 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 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 (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 and general utility to its general utility and value immediately prior to such damage or destruction. Subject to including the terms hereofreceipt of waivers of lien, 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) architectcontractor’s certificates, surveys, receipted bills, releases, title policy endorsements and such other evidences of cost, payment and performance satisfactory to the Administrative Agent, and (e) conditional lien waivers of general contractors, if available, (fC) evidence that there exist no notices of approval by all governmental authorities and pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing Liens of any nature whatsoever on 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 Project which are not being contested or have not either been fully bonded to the release reasonable satisfaction 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 Administrative Agent and discharged of record or in the alternative fully insured to the release reasonable satisfaction of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, Administrative Agent under the title policy obtained in connection with the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency)Loans made herein.

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 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 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 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 (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 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 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 1010.2.2, Tenant shall commence (or cause to be commencedshall direct Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”)Leased Property, so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such Property shall beto 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 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 frequently 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 uncured Event of Default, (bii) its approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ contractor's estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, 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 '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. , and 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 any Facility Mortgagee to Landlord or directly to Tenant or Manager 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 10.2.3.

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 commence (or cause to be commencedshall direct the Manager or (following the Patriot Acquisition Date) Subtenant to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such any 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 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; otherwise each such Hotel Mortgagee shall be obligated to make such funds available for Landlord's use in accordance with the terms of this Agreement. 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. Tenant's obligation to restore the affected Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable 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 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 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 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 10If insurance proceeds are made available for Restoration, Tenant Lender shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration for Net Proceeds in excess of such Property (hereinafter called the “Work”$500,000), so as through a disbursement procedure established by Lender, periodically make available to restore (or cause to be restored) Borrower in installments the applicable Property in material compliance with net amount of 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 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. 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, 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, 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. Notwithstanding anything to the contrary set forth herein, Net Proceeds of $500,000 or less shall be paid directly to Borrower so long as there is no current Event of Default under the Documents.

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 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 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 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 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 (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 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 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 109 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 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 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 '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 '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 '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 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 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 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 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 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 ------------------------ the Leased Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 1010.2.2, Tenant shall commence (or cause to be commencedshall direct Manager to) commence promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”)Leased Property, so as to restore (or cause to be restored) the applicable Leased Property in material compliance with all Legal Requirements and so that such Property shall beto 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 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 frequently 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 uncured Event of Default, (bii) its approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ contractor's estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, 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 Mortgagee to Landlord. , and 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 any Facility Mortgagee to Landlord or directly to Tenant or Manager 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 10.2.3.

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 10If insurance proceeds are made available for Restoration, Tenant Lender shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration for Net Proceeds in excess of such Property (hereinafter called the “Work”$500,000), so as through a disbursement procedure established by Lender, periodically make available to restore (or cause to be restored) Borrower in installments the applicable Property in material compliance with net amount of 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 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. 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 mechanics’ liens. 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, 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. Notwithstanding anything to the contrary set forth herein, Net Proceeds of $500,000 or less shall be paid directly to Borrower so long as there is no current Event of Default under the Documents.

Disbursement of Proceeds. In the event Tenant is required to restore any the applicable 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 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 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 $250,000 (10or such lesser amount as equals the entire balance of the repair and restoration) 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 said insurance proceeds and other amounts on (a) the absence of any Default or Event of Default, ; (b) its reasonable approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), Landlord; (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, ; 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. Proceeds of business interruption insurance shall be applied by Landlord to the payment of all Minimum Rent, Additional Rent and Additional Charges then due and payable and to become due and payable for the period for which such proceeds have been paid by the insurance provider. Any excess shall, provided no Event of Default has occurred and is continuing, be disbursed to Tenant. If an Event of Default has occurred, Landlord shall apply such amounts to amounts due and owing under this Agreement and to the costs of collection of the same and shall pay any excess to Tenant. Landlord’s 's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any the applicable Facility 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 Mortgagee to Landlord or directly and by Landlord to Tenant and, in accordance with the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement terms of such deficiency)this Agreement.

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 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 clause (and disbursement of such deficiency)C) above.

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 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 option, condition advancement of which time the Retainage Release Threshold with respect to such insurance proceeds and other amounts on Work shall be increased to ninety-five (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 conditioned95%), (c) general contractors’ estimatesand at all times the undisbursed balance of said Proceeds together with all amounts deposited, (d) architect’s certificatesbonded, (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 guaranteed or otherwise provided for pursuant to Section 10.2.36.2.4(b) above, 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 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 shall be subject an Officer's Certificate, and delivery of a temporary certificate of occupancy for the core and shell 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 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 Xxxxxx’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 and specifications feasibility is made based on a study demonstrating the feasibility or lack thereof of an architect satisfactory to Landlord (which approval the replacement, repair, rebuilding or restoration of the Improvements. Such study 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).include

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 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 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 the event Tenant is required to restore any the applicable 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 will, 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 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) 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 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)Landlord, (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. Except as provided in the following sentence and provided no 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 applicable Leased Property. Proceeds of business interruption insurance shall be applied by Landlord’s , on the first day of the calendar month following such disbursement, first to the payment of all Minimum Rent and Additional Charges then due and payable and to become due and payable for the period for which such proceeds have been paid by the insurance provider, if at any time the amount of such proceeds will be insufficient to pay all Minimum Rent and Additional Charges due or to come due during such period, Landlord shall suspend disbursement of such proceeds. Landlord's obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any the applicable Facility 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 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)Landlord.

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. 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) 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 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 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 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 clause (and disbursement of such deficiency)C) above.

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 the event Tenant is required to restore any the applicable 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 will, 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 should 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 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) 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 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. Except as provided in the following sentence and provided no 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 applicable Leased Property, including any corporate allocation in compliance with Section 23.9. Proceeds of business interruption insurance shall be applied by Landlord’s , on the first day of the calendar month following such disbursement, first to the payment of all Minimum Rent, Additional Rent and Additional Charges then due and payable and to become due and payable for the period for which such proceeds have been paid by the insurance provider, if at any time the amount of such proceeds will be insufficient to pay all Minimum Rent, Additional Rent and Additional Charges due or to come due during such period, Landlord shall suspend disbursement of such proceeds. Landlord's obligation to disburse insurance proceeds under this xxxx 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)Landlord.

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 the applicable Leased Property pursuant to this Article 10Section 10.2, Tenant shall will, 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such Leased Property shall be, to the extent practicable, substantially equivalent be at least equal in value and general utility to its and 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 the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.2.3) 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 (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 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 satisfaction of any applicable requirements of any Facility Mortgage, and 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)Landlord.

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 (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 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 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 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 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.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 shall, at its sole cost and this Agreement is not terminated as to such Property pursuant to this Article 10expense, 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 such property and casualty insurance proceeds and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.2.2 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 shallbe for not less than $100,000 (or such lesser amount as equals the entire balance of the repair and restoration) and Tenant shall be made not more than monthly within ten (10) Business Days after Tenant submits 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)Land lord. Landlord may, at its option, condition advancement of such said 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 or conditioned)Landlord, (ciii) general contractors’ ' estimates, (div) architect’s 's certificates, (ev) conditional unconditional lien waivers of general contractors, if availablecontrac tors, (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 the applicable Facility 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 Mortgagee to Landlord or directly Landlord; provided, however, that Tenant shall be entitled to Tenant and, cease operations at such Facility pursuant to and in accordance with Section 4.5 above. In the event Tenant elects to close such Facility as aforesaid, Tenant shall, as Additional Charges, pay to Landlord all property or casualty insurance proceeds are insufficientreceived in connection therewith, along with any deductible or retention, but in no event shall Tenant pay to Landlord electing to make such deficiency available therefor (and disbursement less than the full Replacement Cost of such deficiency)Facility, including Tenant's Personal Property.

Disbursement of Proceeds. In the event Tenant is required to restore any Property pursuant to Section 10.2 shall, at its sole cost and this Agreement is not terminated as to such Property pursuant to this Article 10expense, 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 Leased Property (hereinafter called the “"Work”"), or shall cause the same to be done, so as to restore (or cause to be restored) the applicable such Leased Property in material full compliance with all Legal Requirements and so that such 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 such property and casualty insurance proceeds and any additional the amounts payable by Landlord paid to it pursuant to Section 10.2.3 or otherwise deposited with Landlord 10.2.2 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 $100,000 (10or such lesser amount as equals the entire balance of the repair and restoration) 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 said 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 or conditioned)Landlord, (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 the applicable Facility 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 Mortgagee to Landlord or directly Landlord; provided, however, that Tenant shall be entitled to Tenant and, cease operations at such Facility pursuant to and in accordance with Section 4.5 above. In the event Tenant elects to close such Facility as aforesaid, Tenant shall, as Additional Charges, pay to Landlord all property or casualty insurance proceeds are insufficientreceived in connection therewith, along with any deductible or retention, but in no event shall Tenant pay to Landlord electing to make such deficiency available therefor (and disbursement less than the full Replacement Cost of such deficiency)Facility, including Tenant's Personal Property.

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 (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 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 Landlordoccupancy is not required. 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).117

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 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 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; otherwise each such Hotel Mortgagee shall be obligated to make such funds available for Landlord's use in accordance with the terms of this Agreement. 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 and Tenant shall thereafter have no obligation to pay Rent for periods arising after the effective date of termination. 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 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 10If insurance proceeds are made available for Restoration, Tenant Lender shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration for Net Proceeds in excess of such Property (hereinafter called the “Work”$500,000), so as through a disbursement procedure established by Lender, periodically make available to restore (or cause to be restored) Borrower in installments the applicable Property in material compliance with net amount of 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 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. 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, 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, 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, second-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. Notwithstanding anything to the contrary set forth herein, Net Proceeds of $500,000 or less shall be paid directly to Borrower so long as there is no current Event of Default under the Documents.

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 (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 to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject Administrative Agent, final lien releases, and delivery of a temporary or permanent certificate of occupancy with respect to the release Restoration, 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. 115

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 58 -51- 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; otherwise each such Hotel Mortgagee shall be obligated to make such funds available for Landlord's use in accordance with the terms of this Agreement. 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 and Tenant shall thereafter have no obligation to pay Rent for periods arising after the effective date of termination. 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 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 (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 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 and specifications feasibility is made based on a study demonstrating the feasibility or lack thereof of an architect satisfactory to Landlord (which approval the replacement, repair, rebuilding or restoration of the Improvements. Such study 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).include

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 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 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 such proceeds the Restoration substantially in accordance with the plans and specifications approved by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject Administrative Agent, final lien releases, and delivery of a temporary or permanent certificate of occupancy with respect to the release Restoration, 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. 125

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 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 (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 shall be subject a Borrower’s Certificate, and delivery of a temporary certificate of occupancy with respect to the release Work, or, if not applicable, a Borrower’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 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 (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 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 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 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 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 the event Tenant is required to restore any 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 Leased Property (hereinafter called the “"Work”"), so as to restore (or cause to be restored) the applicable such Leased Property in material compliance with all Legal Requirements and so that such 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 any 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 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.