Common use of Escrow Fund for Condemnation and Insurance Proceeds Clause in Contracts

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid by Mortgagor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee at Mortgagor’s expense, subject to revision as restorations are made, Mortgagor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee. Mortgagor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee and Mortgagor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor so long as the restoration work is being diligently performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee has approved the plans and specifications for the restoration of the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with a general contractor acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (“"Proceeds”") shall be deposited in an interest bearing escrow fund (“"Escrow Fund”"). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid by Mortgagor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s 's or engineer’s 's opinion obtained by Mortgagee at Mortgagor’s 's expense, subject to revision as restorations are made, Mortgagor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s 's or engineer’s 's estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee. Mortgagor’s 's funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee and Mortgagor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor so long as the restoration work is being diligently performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee has approved the plans and specifications for the restoration of the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with a general contractor acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s specifications reasonably approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s 's contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s 's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s 's contributed to the restoration pursuant to Section 1.05)(A105)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s 's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(CSubsections 1.3(C) and 1.04(C1.4(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorTrustor. The costs and fees of such escrow agent shall be paid by MortgagorTrustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee Beneficiary at MortgagorTrustor’s expense, subject to revision as restorations are made, Mortgagor Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. MortgagorThe Trustor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Trustor so long as the restoration work is being diligently performed by Mortgagor Trustor and only after after: (1i) Mortgagor Trustor has delivered to Mortgagee Beneficiary, and Mortgagee Beneficiary has approved approved, the plans and specifications for the restoration of the Property; (2ii) Mortgagor Trustor has executed a contract acceptable to Mortgagee Beneficiary with a general contractor acceptable to Mortgagee Beneficiary for the restoration of the Property; (3iii) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor contractor or suppliersubcontractor; (4iv) Mortgagor Trustor has furnished Mortgagee Beneficiary with an endorsement to its title policy showing no additional exceptions; and (5v) Mortgagor Trustor has deposited its funds in the Escrow Fund as provided in this Section Paragraph and has submitted such other documents and information as may be reasonably requested by Mortgagee Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably specifications approved by MortgageeBeneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor Trustor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or MortgageeBeneficiary. Any failure by Mortgagor Trustor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section Paragraph upon demand by Mortgagee Beneficiary shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Trustor to the extent of any funds of MortgagorTrustor’s contributed to the restoration pursuant to Section 1.05(A) (so long as Paragraph 1.5, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); , and thereafter at Beneficiary’s option, any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall may be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium. Full or partial prepayment of the Note under the preceding sentences of this Section 1.5B shall not be subject to the Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor Trustor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(CSubsections 1.3(C) and 1.04(C1.4(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorTrustor. The costs and fees of such escrow agent shall be paid by MortgagorTrustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee Beneficiary at MortgagorTrustor’s expense, subject to revision as restorations are made, Mortgagor Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. MortgagorTrustor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Trustor so long as the restoration work is being diligently performed by Mortgagor Trustor and only after after: (1i) Mortgagor Trustor has delivered to Mortgagee Beneficiary and Mortgagee Beneficiary has approved the plans and specifications for the restoration of the Property; (2ii) Mortgagor Trustor has executed a contract acceptable to Mortgagee Beneficiary with a general contractor reasonably acceptable to Mortgagee Beneficiary for the restoration of the Property; (3iii) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor contractor or suppliersubcontractor; (4iv) Mortgagor Trustor has furnished Mortgagee Beneficiary with an endorsement to its title policy the Title Policy showing no additional exceptions; and (5v) Mortgagor Trustor has deposited its funds in the Escrow Fund as provided in this Section paragraph and has submitted such other documents and information as may be reasonably requested by Mortgagee Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably specifications approved by MortgageeBeneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor Trustor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or MortgageeBeneficiary. Any failure by Mortgagor Trustor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section Paragraph upon demand by Mortgagee Beneficiary shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Trustor to the extent of any funds of MortgagorTrustor’s contributed to the restoration pursuant to Section 1.05(A) (so long as Paragraph 1.5, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); , and thereafter at Beneficiary’s option, any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall may be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium. Full or partial prepayment of the Note under the preceding sentences of this Section 1.5B shall not be subject to the Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor Trustor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) A. In the circumstances indicated above in subsections 1.03(C1.3(C) and 1.04(C1.4(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorTrustor. The costs and fees of such escrow agent shall be paid by MortgagorTrustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee Beneficiary at MortgagorTrustor’s expense, subject to revision as restorations are made, Mortgagor Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution reasonably acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. MortgagorThe Trustor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition immediately prior to the occurrence of such condemnation or damage and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Trustor so long as the restoration work is being diligently performed by Mortgagor Trustor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee Beneficiary has approved the plans and specifications for the restoration of the PropertyProperty (which approval shall not be unreasonably withheld, conditioned or delayed); (2) Mortgagor Trustor has executed a contract acceptable to Mortgagee Beneficiary with a general contractor reasonably acceptable to Mortgagee Beneficiary for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor contractor or suppliersubcontractor; (4) Mortgagor Trustor has furnished Mortgagee Beneficiary with an endorsement to its title policy showing no additional exceptionsexceptions (other than those approved by Beneficiary) or if such endorsement is not available, a new mortgagee policy of title insurance showing no additional exceptions (other than those approved by Beneficiary); and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and Trustor has submitted such other documents and information as may be reasonably requested by Mortgagee Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably specifications approved by MortgageeBeneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor Trustor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter definedBeneficiary. (B) B. Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Trustor to the extent of any funds of MortgagorTrustor’s contributed to the restoration pursuant to Section 1.05(A) (so long as 1.5, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); , and thereafter at Beneficiary’s option, any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall may be applied to the partial payment or prepayment of the Note (without payment of any Prepayment Premium; provided, however, that Premium and notwithstanding any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and Period) or may be returned to the Prepayment Premium described thereinTrustor. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) C. Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid firstagent, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter , shall be paid first, to Trustor to the extent of any funds of Trustor’ s contributed to the restoration pursuant to Section 1.5, and thereafter, any remaining Insurance Proceeds shall be returned to Mortgagor (i) if held in Mortgagee’s sole discretion (reasonably exercised) the restoration of escrow as additional collateral security for the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as Note, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any The entire amount remaining Insurance Proceeds in such escrow shall be applied paid to the partial payment or prepayment Beneficiary upon maturity of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after for application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions indebtedness secured by this Deed of the Note, including the No-Prepayment Period Trust and the Prepayment Premium described thereinbalance, if any, shall be paid to Trustor. If an Event of Default existsexists at any time from the time of completion of restoration and the final application of any Insurance Proceeds, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (“"Proceeds”") shall be deposited in an interest bearing escrow fund (“"Escrow Fund”"). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorGrantor. The costs and fees of such escrow agent shall be paid by MortgagorGrantor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s 's or engineer’s 's opinion obtained by Mortgagee Beneficiary at Mortgagor’s Grantor's expense, subject to revision as restorations are made, Mortgagor Grantor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s 's or engineer’s 's estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. Mortgagor’s Grantor's funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Grantor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Grantor so long as the restoration work is being diligently performed by Mortgagor Grantor and only after (1) Mortgagor Grantor has delivered to Mortgagee Beneficiary and Mortgagee Beneficiary has approved the plans and specifications for the restoration of the Property; (2) Mortgagor Grantor has executed a contract acceptable to Mortgagee Beneficiary with a general contractor acceptable to Mortgagee Beneficiary for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor Grantor has furnished Mortgagee Beneficiary with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor Grantor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specification’s specifications reasonably approved by MortgageeBeneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor Grantor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or MortgageeBeneficiary. Any failure by Mortgagor Grantor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee Beneficiary shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Grantor to the extent of any funds of Mortgagor’s Grantor's contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor Grantor (i) if in Mortgagee’s Beneficiary's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor Grantor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Grantor to the extent of any funds of Mortgagor’s Grantor's contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor Grantor (i) if in Mortgagee’s Beneficiary's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor Grantor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (“"Proceeds”") shall be deposited in an interest bearing escrow fund (“"Escrow Fund”"). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid by Mortgagor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s 's or engineer’s 's opinion obtained by Mortgagee at Mortgagor’s 's expense, subject to revision as restorations are made, Mortgagor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s 's or engineer’s 's estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee. Mortgagor’s 's funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee and Mortgagor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor so long as the restoration work is being diligently performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee has approved the plans and specifications for the restoration of the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with a general contractor acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s specifications reasonably approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s 's contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s 's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s 's contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s 's sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(CSubsections 1.3(C) and 1.04(C1.4(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorTrustor. The costs and fees of such escrow agent shall be paid by MortgagorTrustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee Beneficiary at MortgagorTrustor’s expense, subject to revision as restorations are made, Mortgagor Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. MortgagorTrustor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Trustor so long as the restoration work is being diligently performed by Mortgagor Trustor and only after after: (1i) Mortgagor Trustor has delivered to Mortgagee Beneficiary and Mortgagee Beneficiary has approved the plans and specifications for the restoration of the Property; (2ii) Mortgagor Trustor has executed a contract acceptable to Mortgagee Beneficiary with a general contractor reasonably acceptable to Mortgagee Beneficiary for the restoration of the Property; (3iii) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor contractor or suppliersubcontractor; (4iv) Mortgagor Trustor has furnished Mortgagee Beneficiary with an endorsement to its title policy the Title Policy showing no additional exceptions; and (5v) Mortgagor Trustor has deposited its funds in the Escrow Fund as provided in this Section paragraph and has submitted such other documents and information as may be reasonably requested by Mortgagee Beneficiary to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably specifications approved by MortgageeBeneficiary. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor Trustor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or MortgageeBeneficiary. Any failure by Mortgagor Trustor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section Paragraph upon demand by Mortgagee Beneficiary shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor Trustor to the extent of any funds of MortgagorTrustor’s contributed to the restoration pursuant to Section 1.05(A) (so long as Paragraph 1.5, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); , and thereafter at Beneficiary’s option, any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall may be applied to the partial payment or prepayment of the Note Notes without payment of any Prepayment Premium. Full or partial prepayment of the Notes under the preceding sentences of this Section 1.5B shall not be subject to the Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor Trustor to prepay the portion of the Note Notes remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the NoteNotes, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (collectively, “Proceeds”) shall be deposited in an interest bearing escrow fund (“Escrow Fund”). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid by MortgagorXxxxxxxxx. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s or engineer’s opinion obtained by Mortgagee at Mortgagor’s expense, subject to revision as restorations are made, Mortgagor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s or engineer’s estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee or other cash equivalent reasonably acceptable to Mortgagee. The Mortgagor’s funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee and Mortgagor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor so long as the restoration work is being diligently performed by Mortgagor Xxxxxxxxx and only after (1) Mortgagor Xxxxxxxxx has delivered to Mortgagee and Mortgagee has approved the plans and specifications for the restoration of the Property; (2) Mortgagor Xxxxxxxxx has executed a contract reasonably acceptable to Mortgagee with a general contractor reasonably acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor contractor or suppliersubcontractor; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptionsexceptions which are not permitted by this Mortgage or the Related Agreements; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably specifications approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately promptly upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor Xxxxxxxxx to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section section upon demand by Mortgagee shall constitute a Performance Default, Default (as hereinafter defined). (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05(A) (so long as section 1.05, provided there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); , and thereafter at Mortgagee’s option, any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall may be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium. Full or partial prepayment of the Note under the preceding sentences of this section 1.05(B) shall not be subject to the Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.

Escrow Fund for Condemnation and Insurance Proceeds. (A) A. In the circumstances indicated above in subsections 1.03(C1.3(C) and 1.04(C1.4(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“"Escrow Fund”"). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee Beneficiary and MortgagorTrustor. The costs and fees of such escrow agent shall be paid by MortgagorTrustor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s 's or engineer’s 's opinion obtained by Mortgagee Beneficiary at Mortgagor’s Trustor's expense, subject to revision as restorations are made, Mortgagor Trustor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s 's or engineer’s 's estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution reasonably acceptable to Mortgagee Beneficiary or other cash equivalent acceptable to MortgageeBeneficiary. Mortgagor’s The Trustor's funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition immediately prior to the occurrence of such condemnation or damage and unless a disbursement agent satisfactory to Mortgagee Beneficiary and Mortgagor Trustor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor Trustor so long as the restoration work is being diligently performed by Mortgagor Trustor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee Beneficiary has approved the plans and specifications for the restoration of the Property; Property (2) Mortgagor has executed a contract acceptable to Mortgagee with a general contractor acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment approval shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.unreasonably

Escrow Fund for Condemnation and Insurance Proceeds. (A) In the circumstances indicated above in subsections 1.03(C) and 1.04(C), all Condemnation Proceeds and Insurance Proceeds (“Proceeds”) shall be deposited in an interest bearing escrow fund (“"Escrow Fund”"). The escrow agent and the form of the escrow agreement shall be reasonably satisfactory to Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid by Mortgagor. If the amount of the Proceeds is not sufficient to restore the Property based on an independent contractor’s 's or engineer’s 's opinion obtained by Mortgagee at Mortgagor’s 's expense, subject to revision as restorations are made, Mortgagor shall be obligated to deposit in the Escrow Fund the difference between the contractor’s 's or engineer’s 's estimate and the amount of the Proceeds or deliver to the escrow agent an irrevocable, unconditional letter of credit issued in the amount of such difference in a form and by a financial institution acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee. The Mortgagor’s 's funds, if necessary, and the Proceeds shall be deposited into the Escrow Fund and shall not be released by the escrow agent unless used to restore the Property to its original condition and unless a disbursement agent satisfactory to Mortgagee and Mortgagor approves such disbursements from time to time. The escrow agreement shall provide that the escrow agent shall only disburse funds to Mortgagor so long as the restoration work is being diligently performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee and Mortgagee has approved the plans and specifications for the restoration of the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with a general contractor acceptable to Mortgagee for the restoration of the Property; (3) the general contractor has submitted lien waivers and/or releases, executed by the general contractor and all subcontractors and suppliers which may be partial to the extent of partial payments and which, in the case of releases, may be contingent upon payment if the escrow agent makes payment directly to such contractor, subcontractor or supplier; (4) Mortgagor has furnished Mortgagee with an endorsement to its title policy showing no additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this Section and has submitted such other documents and information as may be reasonably requested by Mortgagee to determine that the work to be paid for has been performed in accordance with the plans and specification’s reasonably approved by Mortgagee. If any requisition for payment of work performed is for an amount which would result in the remaining balance of the Escrow Fund to be insufficient to complete the remainder of the restoration, Mortgagor shall advance the requisite amount in cash to the Escrow Fund immediately upon written request from the disbursement agent or Mortgagee. Any failure by Mortgagor to satisfy any of the conditions to the disbursement of Proceeds set forth in this Section upon demand by Mortgagee shall constitute a Performance Default, as hereinafter defined. (B) Any Condemnation Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Condemnation Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied, then any remaining Condemnation Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Condemnation Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period. (C) Any Insurance Proceeds and any interest thereon remaining in the Escrow Fund after payment of the costs to complete the restoration of the Property pursuant to the approved plans and specifications and the costs of the escrow agent and other costs described in Section 1.05(A) shall be paid first, to Mortgagor to the extent of any funds of Mortgagor’s contributed to the restoration pursuant to Section 1.05)(A) (so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default); thereafter any remaining Insurance Proceeds shall be returned to Mortgagor (i) if in Mortgagee’s sole discretion (reasonably exercised) the restoration of the Property has been completed in a satisfactory manner and with satisfactory results and (ii) so long as there is no Event of Default or an event which with notice, the passage of time, or both, could become an Event of Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any remaining Insurance Proceeds shall be applied to the partial payment or prepayment of the Note without payment of any Prepayment Premium; provided, however, that any such partial prepayment shall not entitle Mortgagor to prepay the portion of the Note remaining unpaid after application of the Proceeds. Prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. If an Event of Default exists, the use of the Insurance Proceeds shall be governed by Article III below. If, however, an event exists which with notice, the passage of time, or both, could become an Event of Default, the remaining balance in the Escrow Fund shall be held by the escrow agent pending cure of the event prior to the expiration of any applicable cure or grace period.;