Common use of Major Casualty or Condemnation Clause in Contracts

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs); (vi) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1) the Net Proceeds or (2) other funds of Borrower; (vii) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunder; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; and (x) such Casualty or Condemnation, as applicable, does not result in a material loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off of the Property and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to sixty-five (65%) of the Debt Yield Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent ; and (x) all Operating Agreements shall remain in its reasonable discretion, for a period in excess of ten (10) Business Daysfull force and effect. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (and all interest accrued thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender (not to be unreasonably withheld or delayed) and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent (not to be unreasonably withheld or delayed) of Lender and the Casualty Consultant. All third-party reasonable out of pocket costs and expenses actually incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Lender that fifty percent (50%) or more of the Restoration has been completed following which the Casualty Retainage shall be reduced to five percent (5%) until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent notwithstanding the foregoing, Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions relating to the Property are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsconsists of Insurance Proceeds received in connection with a Casualty, then less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an AwardAward received in connection with a Condemnation, then less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of such Condemnation; (iii) If required by Lender or by Franchisor, the Master Lease shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (iv) the Debt Yield for the Property, Franchise Agreement and all Operating Agreements shall remain in full force and effect during and after giving effect to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review Condemnation and the provision of Franchise Agreement permits Restoration and continuation as a “Hampton Inn” during such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent)Restoration; (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (vi) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (vii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Stated Maturity Date, (B) the earliest date required for such completion under the terms of any Major Leasethe Franchise Agreement, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), without giving effect to any extended period of indemnity endorsement in respect of such coverage; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xi) Borrower shall deliver to Lender a signed, detailed budget approved in writing by Borrower’s architect, engineer or designated construction manager stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender; (xii) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration; (xiii) the Debt Service Coverage Ratio (based on the trailing twelve (12) month period) as of the day immediately preceding the Casualty shall be equal to or greater than 1.20 to 1.00; and (xiv) notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Mortgage following a Condemnation (taking into account any planned Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property is greater than one hundred twenty-five percent (125%) (based solely on real property and excluding any personal property or going concern value) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust), no Net Proceeds will be released to Borrower unless the principal balance of the Loan is paid down by a “qualified amount” as such term is defined in IRS Rev. Proc. 2010-30, as determined by Agent in the same may be modified, supplemented, superseded or amended from time to time, unless Lender receives an opinion of counsel that, if the foregoing prepayment is not made, the applicable REMIC Trust will not fail to maintain its reasonable discretion, for status as a period in excess REMIC Trust as a result of ten (10) Business Dayssuch release. (b) The If under this Loan Agreement the Net Proceeds are to be paid directly to Lender then the same shall be paid directly to Agent Lender for deposit into the Casualty and held by Agent in an interest-bearing account Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The If the Net Proceeds shall be are being disbursed by Agent Lender, then Lender shall disburse the same to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursementdisbursement or are subject to a Casualty Retainage) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s mechanics’ or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”), such consent not to be unreasonably withheld or delayed. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage Casualty or destructionCondemnation, as applicable; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%)as applicable. Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The Requirements and (ii) identity of the contractors, subcontractors and materialmen engaged in the RestorationRestoration engaged under contracts for more than $100,000.00 (in the aggregate for any one contractor), as well as the contracts under which they such contractors, subcontractors and materialmen have been engaged, shall be subject to the approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration includingRestoration, without limitation, including reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements Article 5 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided. Notwithstanding the foregoing, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, contract and (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy and Agent receives a title updatePolicy. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of the total floor area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the such Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) the Debt Yield The projected aggregate Gross Revenue for the Property, Property after giving effect completion of the Restoration (as reasonably determined by Lender) shall not be reduced as a result of the occurrence of such Casualty or Condemnation by more than twenty percent (20%) as compared to the Restoration, shall be equal to or greater than 16%, as determined Gross Revenue received by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of Borrower during the Debt Yield after giving effect to the Restoration in connection with a twelve (12) month period immediately preceding such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds (including sums received from the proceeds of the coverage required pursuant to Section 5.1.1(a)(iii)), or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease covering 25% or more of the applicable Individual Property or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunderapplicable; (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten Improvements (10) Business Daysexcept if the same is effectively replaced). (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account (with such interest being credited to such account) and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property and Lender, discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance PolicyPolicy (or another reputable title company satisfactory to Lender). (c) All plans and specifications required in connection with the The Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-first class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty ConsultantBorrower, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty ConsultantBorrower, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant Borrower certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant Borrower certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily substantially completed substantially all work in a satisfactory manner and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy (or another reputable title company satisfactory to Lender), and Agent Lender receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence an Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Threshold Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, such Net Proceeds are less than twenty-five thirty percent (2530%) of the total floor area Original Appraised Value of the Improvements at Individual Property that is the Property has been damaged, destroyed or rendered unusable as a result subject of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is constituting the hotel located on the related Individual Property and no material portion of the other Improvements are the subject of the Condemnation nor is access thereto materially impaired as a result of such Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viii) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viiv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viiv) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Effective Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the applicable Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance coverage referred to in Section 5.1.1(a)(iii); provided that if such insurance coverage expires prior to the anticipated completion date of such Restoration, Borrower may deposit collateral reasonably acceptable to Lender in an amount sufficient to pay the Debt Service and make the required hereunderdeposits of Funds for such Individual Property until the completion of such Restoration, in which case the condition set forth in this Section 5.3.2(a)(v)(D) shall be deemed satisfied; (viiivi) the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixvii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xviii) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Individual Property or the related Improvements or have an adverse effect on the ingress or egress to the Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account Eligible Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen contractors engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent Lender and the Casualty Consultant, which approval with respect to the contractor shall not be unreasonably withheld and with respect to the contracts shall be given if the contracts are reasonably similar to the industry standard. In the event that Lender or the Casualty Consultant fails to respond to any such request for approval of proposed plans, specifications or contract or a proposed contractor within ten (10) Business Days of Borrower’s request, Borrower may deliver a second request for such approval and, provided that such second request contains a bold faced, conspicuous legend at the top of the first page thereof to the effect that “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN,” and Lender or the Casualty Consultant fails to respond to such request for approval ten (10) Business Days after Lender and the Casualty Consultant have received from Borrower such second request and all information reasonably required by Lender and the Casualty Consultant in order to adequately review such request, Lender and the Casualty Consultant shall be deemed to have given such approval. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, mean an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the related Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to seventy five percent (75%) of the Debt Yield Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety one hundred eighty (90180) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material adverse loss of access to the Property or the related Improvements. (x) Notwithstanding anything contained herein to the contrary, as determined by Agent Lender hereby agrees to apply the proceeds of insurance to the Restoration to the extent required by, and in its reasonable discretionaccordance with, for a period in excess of ten (10) Business Daysthe Major Leases. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a5.3.2 (a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s 's or materialman’s liens's liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “"Casualty Consultant”"). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ ' fees and disbursements and the Casualty Consultant’s 's fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “"Casualty Retainage” " shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s's, subcontractor’s 's or materialman’s 's contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing and expenses to complete the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are metis satisfied: (i) no Monetary Default or Event of Default shall have occurred and be continuingremain outstanding; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twentythirty-five percent (2535%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iii) [reserved] (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);[reserved] (v) Leases requiring payment of annual rent equal to not less than seventy-five percent (75%) of the Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (vi) Borrower shall and shall cause Operating Company to commence the process of completing the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after the occurrence of such Casualty or CondemnationCondemnation provided however, whichever Lender in its reasonable discretion may extend such time period in the case may be, occurs)event Borrower is unable to obtain permits with respect to the Restoration within this time period from any applicable Governmental Authority provided that Borrower has commenced and is diligently pursuing the issuance of same) and shall diligently pursue the same to satisfactory completion; (vivii) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all scheduled payments under this Agreement and the other Loan Documents (including scheduled payments of principal and interest under the Note interest) will be paid during the period required for Restoration from (1A) the Net Proceeds, (B) the Insurance Proceeds of the business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) hereof or (2C) other funds of Borrower; (viiviii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date that is six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) the date required for such time as may be required under applicable Legal Requirements in order to repair and restore the Property completion pursuant to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such CondemnationREA, as applicable or (D) the date, if any, required under the applicable Legal Requirements for such completion, (E) the date required for such completion under the terms of the Ionis Lease or (F) 6 months prior to the expiration of the business income insurance required hereundercoverage specified in Section 5.1.1(a)(iii) hereof; (viiiix) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixx) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xxi) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xii) the Management Agreement, if any, shall remain in full force and effect, notwithstanding the occurrence of such Casualty or Condemnation; (xiii) [reserved]; (xiv) all Operating Agreements shall remain in full force and effect, notwithstanding the occurrence of such Casualty or Condemnation; (xv) after giving effect to such Restoration, the pro forma Debt Service Coverage Ratio shall not be less than the Debt Service Coverage Ratio as determined of the Closing Date; (xvi) Lender shall be satisfied that, upon the completion of the Restoration, the Loan-to-Value Ratio shall not be greater than the Loan-to-Value Ratio as of the Closing Date; (xvii) Borrower shall deliver, or cause to be delivered, to Lender a signed, detailed budget approved in writing by Agent Borrower’s architect or engineer stating all of the costs and expenses of completing the Restoration, which budget shall be acceptable to Lender; and (xviii) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient, in its Lender’s reasonable discretionjudgment, to pay for a period all costs and expenses of the Restoration in excess of ten (10) Business Daysfull. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off by a surety company acceptable to Lender and the Rating Agencies to the satisfaction of the Property Lender and discharged of record or or, in the alternative alternative, fully insured to the reasonable satisfaction of Agent Lender by the title insurance company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval by Agent of Lender, which approval shall not be unreasonably withheld or delayed, and by an independent architect or engineer selected by Agent and reasonably satisfactory to Borrower Lender (such selection not be unreasonably delayed) (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements so that, upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the Casualty or Condemnation, as applicable (providedit being understood, however, that (i) Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, and (ii) in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so ; provided that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent reasonably practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%as applicable). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the prior approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing disbursing the Net Proceeds for the Restoration (including, without limitation, reasonable attorneys’ fees and disbursements expenses and the Casualty Consultant’s fees and disbursements, ) shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs and expenses actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs and expenses actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements 5.3.2 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate applicable Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs and expenses of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the (ii) such contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the such contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title insurance company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and Agent receives a title updateevidence of payment of any premium payable in connection with such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the applicable contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, then Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of each of the total floor (i) fair market value of the Property as reasonably determined by Agent and (ii) rentable area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of each of the land constituting (i) fair market value of the Property is as reasonably determined by Agent and (ii) rentable area of the Property has been taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Debt Yield Operating Income received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for Reciprocal Easement Agreement shall remain in full force and details surrounding Agent’s determination shall be reasonably determined by Agent effect during and after the final determination completion of the Debt Yield shall be unilaterally made by Agent)Restoration; (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after the issuance of building permits with respect thereto (which building permits shall be filed no later than eighteen (18) months after such Casualty or CondemnationCondemnation or as otherwise required by applicable Legal Requirements), whichever provided that, Borrower commences obtaining such building permits as soon as reasonably practicable after such Casualty or Condemnation and, during such 60 day period after the case may beissuance of such building permits, occurs)Borrower is diligently working towards the commencement of the physical work at the Property) and shall diligently pursue the same to satisfactory completion; (viv) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, (B) the proceeds of the insurance required pursuant to Section 5.1.1(a)(iii) or otherwise maintained by Borrower, and/or (2C) other funds of Borrower; (viivi) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease that remains in effect after such Casualty or Condemnation, the Ground Lease, and the Reciprocal Easement Agreement, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements, any Major Lease that remains in effect after such Casualty or Condemnation, and the Reciprocal Easement Agreement; (viii) the Restoration shall be done and substantially completed by Borrower in an expeditious and diligent fashion and in compliance in all material respects with all applicable Legal Requirements, the requirements of any Major Lease that remains in effect after such Casualty or Condemnation, the Ground Lease and the Reciprocal Easement Agreement; (ix) intentionally omittedthe Ground Lease is not terminated as a result of such Casualty or Condemnation; and (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The With respect to a Casualty or Condemnation where the Net Proceeds in connection therewith are equal to or greater than the Restoration Threshold or the cost of completing the Restoration is equal to or greater than the Restoration Threshold, such Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by of Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”), which approval shall not be unreasonably withheld, conditioned or delayed by Agent and the Casualty Consultant. The plans and specifications shall require that the Restoration be completed in a first-class good and workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value quality and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements, the Permitted Encumbrances, the Ground Lease, the Reciprocal Easement Agreement, and the requirements of any Major Lease that remains in effect. The identity of the contractors, subcontractors and materialmen general contractor engaged in the Restoration, as well as the contracts under which they have such general contractor has been engaged, shall be subject to approval of Agent and the Casualty Consultant, which approval shall not be unreasonably withheld, conditioned or delayed by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been fifty percent (50%) completed, such fifty percent (50%) completion to be certified by the Casualty Consultant, it being understood that upon such fifty percent (50%) completion of such Restoration, such Casualty Retainage will be reduced to an amount equal to five percent (5%) of the costs actually incurred for work in place as part of such Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy Policy, and Agent receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are reasonably anticipated to be equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to sixty-five percent (65%) of the Debt Yield Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note Notes will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (x) all Operating Agreements shall remain in full force and effect; and (xi) After giving effect to such Restoration, as determined by Agent in its reasonable discretionthe Debt Service Coverage Ratio for the Property shall be equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for a period in excess the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of ten (10) Business Daysthe Property. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed in connection with the requested disbursement (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower Borrower. Lender shall use good faith efforts to respond within ten (10) Business Days of its receipt of Borrower’s written request for approval of any plans and specifications (or be paid from Net Proceedscontractors, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, subcontractors or materialmen in connection with this Section 5.3(ctherewith). If Lender fails to respond to such request within ten (10) Business Days of such request and Borrower sends a second written notice which contains a bold faced, Agent determines that conspicuous legend at the Loan-to-Value Ratio exceeds fifty top of the first page stating “IF YOU FAIL TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN TEN (50%10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”, and if Lender fails to respond within ten (10) Business Days of its receipt of such second request and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered related plans and specifications and all information reasonably required in order to Agent in connection with this Section 5.3(c), Agent shall adequately review the basis for and details surrounding same, then such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall approval will be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)deemed to have been given. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (ai) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (iA) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iiiB) (A1) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B2) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (ivC) Leases requiring payment of annual rent equal to eighty percent (80%) of the Debt Yield Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (vD) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viE) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viiF) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A1) the date six (6) months prior to the Maturity Date, (B2) the earliest date required for such completion under the terms of any Major Lease, (C3) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D4) the expiration of the business income insurance coverage required hereunder; (viiiG) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixH) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xI) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (bii) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.214, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) 14 have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the ALTA mortgagee title insurance policy issued in connection with the closing of the Loan and insuring the lien of the Deed of Trust on the Property (the “Title Insurance Policy”). (ciii) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty ConsultantConsultant if such contracts are in excess of $50,000. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (div) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d)14, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements 14 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Deed of Trust and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to seventy-five percent (75%) of the Debt Yield gross rental revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, (B) business income insurance or (2C) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six three (63) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance in all material respects with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The In the event of a Casualty or Condemnation where the loss exceeds the Restoration Threshold, the Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, the cost of which is greater than $20,000.00, as well as the contracts under which they have been engaged, shall be subject to the reasonable approval by Agent of Lender and the Casualty Consultant. All third-party out of pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten five percent (105%) (or such greater amount as provided in the contracts with the contractor, subcontractor or materialman) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions relating to the Property are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsconsists of Insurance Proceeds received in connection with a Casualty, then less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an AwardAward received in connection with a Condemnation, then less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of such Condemnation; (iii) If required by Lender or by Franchisor, the Master Lease shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (iv) the Debt Yield for the Property, Franchise Agreement and all Operating Agreements shall remain in full force and effect during and after giving effect to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review Condemnation and the provision of Franchise Agreement permits Restoration and continuation as a “Hyatt” during such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent)Restoration; (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (vi) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (vii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Stated Maturity Date, (B) the earliest date required for such completion under the terms of any Major Leasethe Franchise Agreement, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), without giving effect to any extended period of indemnity endorsement in respect of such coverage; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xi) Borrower shall deliver to Lender a signed, detailed budget approved in writing by Borrower’s architect, engineer or designated construction manager stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender; (xii) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration; (xiii) the Debt Service Coverage Ratio (based on the trailing twelve (12) month period) as of the day immediately preceding the Casualty shall be equal to or greater than 1.20 to 1.00; and (xiv) notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Mortgage following a Condemnation (taking into account any planned Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property is greater than one hundred twenty-five percent (125%) (based solely on real property and excluding any personal property or going concern value) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust), no Net Proceeds will be released to Borrower unless the principal balance of the Loan is paid down by a “qualified amount” as such term is defined in IRS Rev. Proc. 2010-30, as determined by Agent in the same may be modified, supplemented, superseded or amended from time to time, unless Lender receives an opinion of counsel that, if the foregoing prepayment is not made, the applicable REMIC Trust will not fail to maintain its reasonable discretion, for status as a period in excess REMIC Trust as a result of ten (10) Business Dayssuch release. (b) The If under this Loan Agreement the Net Proceeds are to be paid directly to Lender then the same shall be paid directly to Agent Lender for deposit into the Casualty and held by Agent in an interest-bearing account Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The If the Net Proceeds shall be are being disbursed by Agent Lender, then Lender shall disburse the same to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursementdisbursement or are subject to a Casualty Retainage) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s mechanics’ or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”), such consent not to be unreasonably withheld or delayed. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage Casualty or destructionCondemnation, as applicable; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%)as applicable. Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The Requirements and (ii) identity of the contractors, subcontractors and materialmen engaged in the RestorationRestoration engaged under contracts for more than $100,000.00 (in the aggregate for any one contractor), as well as the contracts under which they such contractors, subcontractors and materialmen have been engaged, shall be subject to the approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration includingRestoration, without limitation, including reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements Article 5 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided. Notwithstanding the foregoing, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, contract and (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy and Agent receives a title updatePolicy. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold for such Individual Property or the costs of completing the Restoration are of the applicable Individual Property is equal to or greater than the Restoration ThresholdThreshold for such Individual Property, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the RestorationRestoration of the applicable Individual Property, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of each of the total floor (i) fair market value of such Individual Property as reasonably determined by Lender and (ii) rentable area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten twenty percent (1020%) of each of the land constituting the (i) fair market value of such Individual Property is as reasonably determined by Lender, and (ii) rentable area of such Individual Property has been taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viii) Borrower shall and shall cause Operating Company to commence the Restoration of the applicable Individual Property as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)issuance of a building permit with respect thereto) and shall diligently pursue the same to satisfactory completion; (viiv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits at the applicable Individual Property and all payments of principal and interest under the Note will be paid during the period required for Restoration of the applicable Individual Property from (1A) the Net Proceeds Proceeds, (B) business interruption insurance, or (2C) other funds of Borrower; (viiv) Agent Lender shall be reasonably satisfied that the Restoration of the applicable Individual Property will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Material Agreement and REA applicable to the applicable Individual Property and under the Ground Lease with respect to the Tampa Property, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the such Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii) hereof; (viiivi) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal RequirementsRequirements and any Major Lease, Franchise Agreement, Brand Management Agreement, Material Agreement, and REA applicable to the applicable Individual Property and the Ground Lease with respect to the Tampa Property; (ixvii) intentionally omitted; andthe Restoration of the applicable Individual Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the requirements of any Major Lease, Franchise Agreement, Brand Management Agreement, Material Agreement and REA applicable to the applicable Individual Property and the Ground Lease with respect to the Tampa Property; (xviii) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements; (ix) with respect to each Property subject to a Franchise Agreement, as determined the Franchise Agreement shall remain in full force and effect during and after completion of the Restoration or shall be replaced by Agent a Replacement Franchise Agreement in its reasonable discretionaccordance with the terms of this Agreement upon completion of the Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (x) with respect to each Property subject to a Brand Management Agreement, the Brand Management Agreement shall remain in full force and effect during and after completion of the Restoration or shall be replaced by a (i) Replacement Brand Management Agreement with a Qualified Brand Manager or (ii) a Replacement Franchise Agreement with a Qualified Franchisor and a replacement Management Agreement with a Qualified Manager, each in accordance with the terms of this Agreement upon completion of the Restoration, notwithstanding the occurrence of such Casualty or Condemnation; and (xi) with respect to a Condemnation, if a Securitization has occurred, Lender shall be satisfied that making the Net Proceeds available for a period in excess Restoration of ten (10) Business Daysthe applicable Individual Property shall be permitted pursuant to REMIC Requirements. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account Eligible Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) hereof have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the related Restoration item have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration of the applicable Individual Property be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements on such Individual Property (provided, however, that in the case of a partial Condemnation, the Restoration of such Individual Property shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the such Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the such Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the such Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements on such Individual Property such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal RequirementsRequirements and the requirements of the Franchise Agreement, Brand Management Agreement, any Major Lease and the REAs, as applicable to the applicable Individual Property. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the reasonable approval by Agent of Lender and the Casualty Consultant. All thirdcustomary and reasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until such time as the Casualty Consultant certifies to Lender that Net Proceeds representing 50% of the required Restoration has have been completeddisbursed. There shall be no Casualty Retainage with respect to costs actually incurred by Borrower for work in place in completing the last 50% of the required Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the such Individual Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that such portion of the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Security Instrument and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to Agreement and the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Project Loan Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are Restoration, or Completion of the Improvements, as applicable, is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (A) If the Casualty or Condemnation occurs prior to the Completion of the Improvements: (i) no Monetary Default or No Event of Default shall have occurred and be continuing; (ii) Lender is reasonably satisfied that the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days plus any Advances available under this Building Loan Agreement and Project Loan Agreement is sufficient to cause the Completion of the settlement of any claim with respect Improvements and pay all Project-Related Costs to a Casualty or Condemnationbe incurred in connection therewith; (iii) Lender shall be reasonably satisfied that Completion of the Improvements will be achieved on or prior to the Required Completion Date as such date may be extended by Force Majeure (Awhich may include the Casualty giving rise to the Net Proceeds). (B) in If the Casualty or Condemnation occurs following the Completion of the Improvements: (i) No Event of Default shall have occurred and be continuing; (ii) In the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twentythirty-five percent (2535%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an AwardCondemnation :Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation;; 120 (iviii) Leases demising in the Debt Yield for the Property, after giving effect to the Restoration, shall be aggregate a percentage amount equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination the Rentable Space Percentage of the Debt Yield after giving total rentable space in the Property which has been demised under executed and delivered Leases in effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence date of the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after occurrence of such Casualty or Condemnation, whichever the case may be, occurs); (vi) Agent shall be reasonably satisfied that (A) remain in full force and effect during and after the undisbursed amount completion of the Net Proceeds shall be sufficient to pay for Restoration, notwithstanding the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1) the Net Proceeds or (2) other funds of Borrower; (vii) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms occurrence of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunder; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; and (x) such Casualty or Condemnation, as applicablewhichever the case may be, does not result in a material loss of access to the Property or the related Improvementsand Borrower and/or Tenant, as determined by Agent in its reasonable discretionapplicable under the respective Lease, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent will make all necessary repairs and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof restorations thereto at their sole cost and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off of the Property and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainageexpense. The term “Casualty RetainageRentable Space Percentage” shall mean, as to each contractor, subcontractor or materialman engaged mean (1) in the Restorationevent the Net Proceeds are Insurance Proceeds, an a percentage amount equal to ten ninety percent (1090%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged (2) in the Restoration. The Casualty Retainage shall not be released until event the Casualty Consultant certifies Net Proceeds are Condemnation Proceeds, a percentage amount equal to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.ninety percent (90%);

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are Restoration, or completing the Improvements, as applicable, is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default If the Casualty or Condemnation occurs prior to Final Completion: (A) No Event of Default shall have occurred and be continuing; (iiB) Agent is satisfied that the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days plus any uninvested remainder of the settlement of any claim with respect Required Equity Funds plus Advances available under this Agreement are sufficient to a Casualty or Condemnationcause Final Completion and pay all Project Related Costs to be incurred in connection therewith; (iiiC) Agent shall be satisfied that Final Completion will be achieved on or prior to the Final Completion Date; and (ii) If the Casualty or Condemnation occurs following Final Completion: (A) in No Event of Default shall have occurred and be continuing; (B) In the event the Net Proceeds are insurance proceeds, less than twenty-twenty five percent (25%) of the total floor area of the Improvements at the Property then secured by the Lien of the Mortgage has been damaged, destroyed or rendered unusable as a result of such Casualty Casualty, and less than twenty five percent (25%) of the total floor area has been damaged, or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property then secured by the Lien of the Mortgage is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (vC) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety one hundred eighty (90180) days after receipt of the Net Proceeds related to such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to completion; (viD) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits Project Related Costs and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viiE) Agent shall be reasonably satisfied that the Restoration will be completed achieved, on or before the earliest to occur of (A1) the date six ninety (690) months days prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C2) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D3) the expiration of the business income any insurance coverage required hereunderunder this Agreement; (viiiF) the The Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixG) intentionally omitted; andThe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xH) such Such Casualty or Condemnation, as applicable, does not result in a material the permanent loss of access to the Property or the related Improvements, ; and (I) Following Restoration the Outstanding Principal Balance (together with all available Advances) as of such date shall be no more than forty percent (40%) of the value of the Property as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Daysan appraiser selected by Agent. (b) The To the extent the Net Proceeds exceed the Restoration Threshold, the Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, 6.2.4 shall constitute additional security for the Debt. The With respect to Net Proceeds resulting from a Casualty or Condemnation occurring prior to Final Completion, the same shall be disbursed in the same manner and subject to the satisfaction by Borrower of the same conditions precedent as are applicable to the disbursement of Advances under this Agreement. (c) Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent that (iA) all requirements set forth in Section 5.3.2(a6.2.4(a) have been satisfied, (iiB) all relevant conditions to the making of Advances of the Loan shall have been satisfied with respect to disbursements of Net Proceeds for Restoration as though such disbursements were of Loan proceeds rather than Net Proceeds, (C) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiD) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or written notices of intention to file same, or any other liens or encumbrances Liens of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (cd) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory (which shall be the Construction Consultant if the Casualty or Condemnation occurs prior to Borrower Final Completion) (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant, which approval shall not be unreasonably withheld with respect to any Person that is not a Borrower Related Party. All third-party costs and expenses incurred by Agent and Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (de) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) to commence, but dropping to five percent (5%) once work on the Restoration is fifty percent (50%) complete, of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until or such other amount as agreed to by Agent in the Restoration has been completedreasonable and good faith exercise of its discretion. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d)above, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d6.2.4(e) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the -71- lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy Policy, and Agent receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required to pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent shall make the Net Proceeds available for the RestorationRestoration and payment of insured continuing expenses, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viii) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety one hundred twenty (90120) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viiv) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1) the Net Proceeds Proceeds, (2) business income insurance, as required hereunder or (23) other funds of Borrower; (viiv) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date which is six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (DC) the expiration of the business income insurance required hereunder; (viiivi) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements (including, if permitted by Legal Requirements, as a legal, non-conforming use); (ixvii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xviii) such Casualty or Condemnation, as applicable, does not result in a material the loss of ordinary and customary access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Except as otherwise provided herein, the Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, to Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfiedsatisfied (with respect to a Casualty or Condemnation where the applicable Net Proceeds exceed the Restoration Threshold only), (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the a Restoration with a cost exceeding $2,500,000.00 shall be subject to prior reasonable approval by Agent and and, at Agent’s election, by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”), which approval shall not be unreasonably withheld, conditioned or delayed. The plans and specifications shall require that the Restoration be completed in a first-class diligent and workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility as nearly as possible to the condition of the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The In connection with any contract which exceeds $2,500,000.00, the identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the reasonable approval by of Agent and the Casualty Consultant. All third-party reasonable costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower upon demand and if the same are not paid within ten (10) Business Days of such demand, such amounts shall accrue interest at the Default Rate commencing on the date of such demand. Each request for approval of any contractors, subcontractors or be paid from Net Proceedsmaterialmen engaged in the Restoration and/or the contracts under which they have been engaged shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO A [CONTRACTORS/SUBCONTRACTS/MATERIALMEN AND/OR CONTRACTS WITH RESPECT TO THE RESTORATION OF THE WALDORF=ASTORIA NYC]. AGENT’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN BORROWER’S RIGHT TO DELIVER A SECOND NOTICE.” Each such request shall include the following documentation with such request: (i) all applicable information regarding any contractor, subcontractor or materialman for which Borrower seeks approval and the contract for which Borrower seeks approval, as applicable, and (ii) all other materials reasonably necessary in order for Agent to evaluate such request. In the event that Agent fails to grant or withhold its approval and consent to any such contractor, subcontractor, materialman or contract within such ten (10) Business Day period, then Borrower may send a second request to Agent which shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO [CONTRACTORS/SUBCONTRACTS/MATERIALMEN AND/OR CONTRACTS WITH RESPECT TO THE RESTORATION OF THE WALDORF=ASTORIA NYC]. AGENT’S RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Agent fails to grant or withhold its approval and consent to the extent applicable request within such five (5) Business Day period (provided that there is a sufficient amount of Net Proceeds Borrower has provided to pay Agent all information reasonably requested by Agent to make such fees and expenses. Ifdetermination) (and, in connection with this Section 5.3(cthe case of a withholding of consent, stating the grounds therefor in reasonable detail), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for approval and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination consent shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)deemed to have been granted. (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy Policy, and Agent receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements (other than driveways and parking in excess of Legal Requirements) is the subject of the Condemnation; (iviii) all Major Leases shall remain in full force and effect during and after the Debt Yield completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (x) all Operating Agreements shall remain in full force and effect; (xi) After giving effect to such Restoration, the Debt Service Coverage Ratio for the Property shall be equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of the Property; and (xii) Lender shall be satisfied that, upon the completion of the Restoration, the Loan to Value Ratio for the Property is not greater than 65%, as determined by Agent Lender in its reasonable sole discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the hard construction costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements (other than driveways and parking in excess of Legal Requirements) is the subject of the Condemnation; (iviii) all Major Leases shall remain in full force and effect during and after the Debt Yield completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (x) all Operating Agreements shall remain in full force and effect; (xi) After giving effect to such Restoration, the Debt Service Coverage Ratio for the Property shall he equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of the Property; and (xii) Lender shall be satisfied that, upon the completion of the Restoration, the Loan to Value Ratio for the Property is not greater than 65%, as determined by Agent Lender in its reasonable sole discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off of the Property and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twentythirty-five percent (2535%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to sixty-five percent (65%) of the Debt Yield Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of legal access to the Property or the related Improvements; (x) all Operating Agreements shall remain in full force and effect; and (xi) After giving effect to such Restoration, as determined by Agent in its reasonable discretionthe Debt Service Coverage Ratio for the Property shall be equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for a period in excess the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of ten (10) Business Daysthe Property. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account account, which interest shall accrue for Borrower’s benefit, and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect reasonably selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds (less any business interruption proceeds) are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases (other than Leases expiring on their own terms at the Debt Yield end of their then-current term) requiring payment of annual rent equal to seventy percent (70%) of the Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation shall remain in full force and effect during and after completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company commence the initial proceedings to commence Restoration (commencement for purposes hereof shall be deemed to include the Restoration filing for a building permit or other initial permits with respect to such Restoration) as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied in its good faith opinion that (A) the undisbursed amount of the Net Proceeds Property shall be produce sufficient cash flow to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits all Operating Expenses and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), unless Borrower deposits sufficient additional funds with Lender as determined by Lender in good faith; (viiivii) the Property and the use thereof after the Restoration will be in material compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements in all material respects; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfiedsatisfied in all material respects, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in fullfull (subject to applicable retainage amounts), and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent of Lender and the Casualty Consultant. All thirdreasonable, out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold for such Individual Property or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of Threshold for such Casualty, be inaccessible or closed for more than thirty (30) daysIndividual Property, Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of each of the (i) fair market value of such Individual Property as reasonably determined by Agent and (ii) the total floor area room count of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of each of the land constituting the (i) fair market value of such Individual Property is takenas reasonably determined by Agent, and (ii) total room count of such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the CondemnationIndividual Property has been taken; (iii) Intentionally omitted; (iv) The Management Agreement is not terminated as a result of such Casualty or Condemnation or a replacement Management Agreement is entered into in accordance with the Debt Yield for the Property, after giving effect requirements of this Agreement upon or prior to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs), subject to Force Majeure) and shall diligently pursue the same to satisfactory completion; (vi) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of BorrowerBorrower and/or Security Guarantor; (vii) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six three (63) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of the Management Agreement and the Franchise Agreement (unless any Major Leasesuch agreement is terminated in accordance with this Agreement and replaced, if applicable), (C) such time as may be required under applicable Legal Requirements in order to repair and restore the such Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements, the Management Agreement and the Franchise Agreement (unless any such Agreement is terminated in accordance with this Agreement and replaced, if applicable); (ix) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the requirements of the Management Agreement and the Franchise Agreement (unless any such Agreement is terminated in accordance with this Agreement and replaced, if applicable); and (x) such Casualty or Condemnation, as applicable, does not result in a material the permanent loss of access to the such Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower and/or Security Guarantor from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent that (iA) all requirements set forth in Section 5.3.2(a) hereof have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the applicable Individual Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Agent and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policyrecord. (c) All plans and specifications required in connection with the Restoration that deal with structural elements or costs in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) shall be subject to the reasonable prior reasonable approval by of Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the applicable Individual Property shall be at least equal in value and general utility to the applicable Individual Property prior to the damage or destruction; it being understood, however, that neither Borrower nor Security Guarantor shall not be obligated to restore the applicable Individual Property to the precise condition of the applicable Individual Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower and/or Security Guarantor shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal RequirementsRequirements and the requirements of the Management Agreement and the Franchise Agreement (unless any such agreement is terminated in accordance with this Agreement and replaced, if applicable). The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, in each case, which individually exceed One Hundred Thousand and No/100 Dollars ($100,000.00) shall be subject to approval by of Agent and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable third-party attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Security Guarantor. (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower and/or Security Guarantor from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman and delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title updateAgent. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to seventy five percent (75%) of the Debt Yield Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety one hundred eighty (90180) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material adverse loss of access to the Property or the related Improvements. (x) Notwithstanding anything contained herein to the contrary, as determined by Agent Lender hereby agrees to apply the proceeds of insurance to the Restoration to the extent required by, and in its reasonable discretion, for a period in excess of ten (10) Business Daysaccordance with the REA and the Major Leases. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a5.3.2 (a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s 's or materialman’s liens's liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “"Casualty Consultant”"). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ ' fees and disbursements and the Casualty Consultant’s 's fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “"Casualty Retainage” " shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s's, subcontractor’s 's or materialman’s 's contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Debt Yield Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly delivered to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”); provided, however, that if Borrower has engaged an independent architect in connection with performing the Restoration that is reasonably acceptable to Lender, then Lender may agree to rely upon the Borrower’s architect as its Casualty Consultant rather than engage its own Casualty Consultant. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant. All thirdreasonable, out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required to pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) the Debt Yield Master Lease shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety seventy-five (9075) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent shall be reasonably satisfied satisfied, in its reasonable discretion, that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1) the Net Proceeds or (2) other funds of Borrower; (viivi) Agent shall be reasonably satisfied satisfied, in its reasonable discretion, that the Restoration will be completed on or before the earliest to occur of (A) the date which is six (6) months prior USActive 32926859.13 -78- to the Maturity Date, (B) the earliest outside date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property in a first-class workmanlike manner at least equivalent to the value and general utility of the original work in the Improvements (provided, however, that in the case of a partial Casualty or Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Casualty or Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction or condemnation, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition it was in immediately of the Property prior to such Casualty or Condemnation provided the Property is restored, to the extent practicable, to be of at least equal value and utility as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable the Casualty or Condemnation or (D) the expiration of the business income insurance required hereunder; (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Except as otherwise provided herein, the Net Proceeds shall be paid directly to Agent and held by Agent in an interesta non-bearing interest‑bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, to Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class first‑class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property USActive 32926859.13 -79- to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent and the Casualty Consultant. All thirdreasonable, actual, out-party of-pocket costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be upon demand and if the same are not paid from Net Proceedswithin ten (10) days of such demand, to such amounts shall accrue interest at the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected Default Rate commencing on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration date of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)demand. (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy re‑occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy Policy, and Agent receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twentythirty-five percent (2535%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to sixty-five percent (65%) of the Debt Yield Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of legal access to the Property or the related Improvements; (x) all Operating Agreements shall remain in full force and effect; and (xi) After giving effect to such Restoration, as determined by Agent in its reasonable discretionthe Debt Service Coverage Ratio for the Property shall be equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for a period in excess the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of ten (10) Business Daysthe Property. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account account, which interest shall accrue for Borrower's benefit, and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a5.3.2 (a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s 's or materialman’s liens's liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect reasonably selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”"CASUALTY CONSULTANT"). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ ' fees and disbursements and the Casualty Consultant’s 's fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” "CASUALTY RETAINAGE" shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s's, subcontractor’s 's or materialman’s 's contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viii) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs); provided however, that Borrower shall have an additional one hundred twenty (120) days to commence the Restoration provided that Borrower is diligently pursuing all conditions required to commence such Restoration (including, without limitation, all permits and licenses) and such delay shall not impair Borrower’s, Operating Tenant’s or Lender’s ability to obtain the business interruption insurance proceeds required under Section 5.1.1(a)(iii) hereof) and shall diligently pursue the same to satisfactory completion; (viiv) Agent the Hotel Management Agreement shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (v) Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (DC) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are of the affected Property is equal to or greater than the Restoration Threshold, or Threshold then the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the RestorationRestoration of the applicable Property, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of each of the total floor (i) fair market value of the affected Property as reasonably determined by Lender and (ii) rentable area of the Improvements at the affected Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of each of the land constituting (i) fair market value of the affected Property is as reasonably determined by Lender and (ii) rentable area of the affected Property has been taken, and such land is located along the perimeter or periphery of the affected Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) All Major Leases at the Debt Yield affected Property shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs)date upon which Net Proceeds are made available to Borrower) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, (B) the proceeds of the insurance coverage required to be maintained by Borrower under the Loan Documents or otherwise maintained by Borrower, and/or (2C) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major LeaseLease at the affected Property, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the affected Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunderBusiness Income/Rent Loss Insurance; (viiivii) the affected Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal RequirementsRequirements and any Major Lease at the affected Property; (ixviii) intentionally omittedthe Restoration shall be done and substantially completed by Borrower in an expeditious and diligent fashion and in compliance in all material respects with all applicable Legal Requirements and the requirements of any Major Lease; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the affected Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The With respect to a Casualty or Condemnation where the Net Proceeds in connection therewith are equal to or greater than the Restoration Threshold applicable to the affected Property or the cost of completing the Restoration is equal to or greater than the Restoration Threshold applicable to the affected Property, such Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the such Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the applicable Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”), which approval shall not be unreasonably withheld, conditioned or delayed by Lender and the Casualty Consultant. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the affected Property shall be at least equal in value and general utility to the such Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the affected Property to the precise condition of the such Property prior to such Casualty provided the such Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements, the Permitted Encumbrances and the requirements of any Major Lease at the applicable Property. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval of Lender and the Casualty Consultant, which approval shall not be unreasonably withheld, conditioned or delayed by Agent Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been fifty percent (50%) completed, such fifty percent (50%) completion to be certified by the Casualty Consultant, it being understood that upon such fifty percent (50%) completion of such Restoration, such Casualty Retainage will be reduced to an amount equal to five percent (5%) of the costs actually incurred for work in place as part of such Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the affected Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the related Title Insurance Policy, and Lender receives an endorsement to the related Title Insurance Policy insuring the continued priority of the lien of the applicable Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twentythirty-five three percent (2533%) of the total floor area of the entire Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken; (iii) After giving effect to such Restoration, and such land is located along the perimeter or periphery of Debt Service Coverage Ratio for the Property, and Property shall be no portion of the Improvements is the subject of the Condemnationless than 1.09 to 1.0; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety thirty (9030) days after the recovery of the Net Proceeds payable on account of such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six three (63) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (DC) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in material compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements in all material respects; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the permanent loss of access to the Property Property, any affected Building or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a5.3.2 (a) have been satisfiedsatisfied to the extent such requirements are capable of being satisfied prior to such disbursement, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in fullfull (subject to applicable retainage amounts), and (iiiC) there exist no notices of pendency, stop orders, mechanic’s 's or materialman’s liens's liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property and Lender or discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation"CASUALTY CONSULTANT"), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower which approval shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirementsunreasonably withheld or delayed. The identity of the contractors, subcontractors contractors and materialmen engaged by Borrower for services in excess of $250,000 in connection with the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant, which approval shall not be unreasonably withheld or delayed. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ ' fees and disbursements and the Casualty Consultant’s 's fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” "CASUALTY RETAINAGE" shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the first half of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s's, subcontractor’s 's or materialman’s 's contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of the total floor area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the such Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) the Debt Yield The projected aggregate Gross Revenue for the Property, Property after giving effect completion of the Restoration (as reasonably determined by Lender) shall not be reduced as a result of the occurrence of such Casualty or Condemnation by more than twenty percent (20%) as compared to the Restoration, shall be equal to or greater than 16%, as determined Gross Revenue received by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of Borrower during the Debt Yield after giving effect to the Restoration in connection with a twelve (12) month period immediately preceding such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds (including sums received from the proceeds of the coverage required pursuant to Section 5.1.1(a)(iii)), or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease covering 25% or more of the applicable Individual Property or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunderapplicable; (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten Improvements (10) Business Daysexcept if the same is effectively replaced). (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account (with such interest being credited to such account) and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. Debt The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property and Lender, discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance PolicyPolicy (or another reputable title company satisfactory to Lender). (c) All plans and specifications required in connection with the The Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-first class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty ConsultantBorrower, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty ConsultantBorrower, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant Borrower certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant Borrower certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily substantially completed substantially all work in a satisfactory manner and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialmanrnaterialman’s contract, the contractor, subcontractor or materialman rnaterialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy (or another reputable title company satisfactory to Lender), and Agent Lender receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available to Borrower for the Restoration, provided that each of the following conditions precedent are metsatisfied: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsconsists of Insurance Proceeds received in connection with a Casualty, then (1) less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty and (2) Legal Requirements permit the restoration of the damaged, destroyed or unusable Improvements at the Property to the same configuration and occupancy that existed immediately preceding such Casualty or (B) in the event the Net Proceeds are an AwardAward received in connection with a Condemnation, then less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements (other than any parking lot area, provided that without such area the Property will still comply with all applicable zoning requirements) is the subject of the such Condemnation; (iii) intentionally omitted; (iv) the Debt Yield for Franchise Agreement, the PropertyIntermediate Management Agreement, the Property Management, the Beverage Concession Agreement (if applicable), the Beverage Management Agreement (if applicable) and the REA shall remain in full force and effect during and after giving effect to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) intentionally omitted; (vi) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (vivii) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viiviii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Stated Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), without giving effect to any extended period of indemnity endorsement in respect of such coverage; (viiiix) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixx) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xxi) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xii) Borrower shall deliver to Lender a signed, as determined detailed budget approved in writing by Agent Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender in its reasonable discretion; (xiii) the Net Proceeds, for a period together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in excess Lender’s reasonable discretion to cover the cost of ten the Restoration; (10xiv) Business Daysthe Debt Service Coverage Ratio, after giving effect to the Restoration, shall not be less than 1.35:1.00; (xv) the Loan to Value Ratio, after giving effect to the Restoration, shall not be greater than sixty-five percent (65%); and (xvi) the condition set forth in Section 2.6 hereof shall have been satisfied. (b) The Net Proceeds shall be paid directly to Agent Lender for deposit into the Casualty and held by Agent in an interest-bearing account Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s mechanics’ or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable written approval by Agent of Lender (not to be unreasonably withheld, conditioned or delayed) and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage Casualty or destructionCondemnation, as applicable; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%)as applicable. Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval by Agent of Lender (not to be unreasonably withheld, conditioned or delayed) and the Casualty Consultant. All thirdreasonable, out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration includingRestoration, without limitation, including reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements Article 5 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will Lender shall release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instruments and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing and expenses to complete the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are metis satisfied: (i) no Monetary Default or Event of Default shall have occurred and be continuingremain outstanding; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iii) [Intentionally Omitted] (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);[Intentionally Omitted] (v) Leases requiring payment of annual rent equal to not less than eighty percent (80%) of the Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (vi) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after the occurrence of such Casualty or Condemnation, whichever ) and shall diligently pursue the case may be, occurs)same to satisfactory completion; (vivii) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all scheduled payments under this Agreement and the other Loan Documents (including scheduled payments of principal and interest under the Note interest) will be paid during the period required for Restoration from (1A) the Net Proceeds, (B) the Insurance Proceeds of the business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) hereof or (2C) other funds of Borrower; (viiviii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date that is six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be the date, if any, required under the applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to for such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnationcompletion, as applicable or (D) 6 months prior to the expiration of the business income insurance required hereundercoverage specified in Section 5.1.1(a)(iii) hereof; (viiiix) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixx) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xxi) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xii) the Management Agreement shall remain in full force and effect, notwithstanding the occurrence of such Casualty or Condemnation; (xiii) [Intentionally Omitted]; (xiv) all Operating Agreements shall remain in full force and effect, notwithstanding the occurrence of such Casualty or Condemnation; (xv) after giving effect to such Restoration, the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately following such Restoration shall not be less than the greater of (A) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (B) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding such Casualty or Condemnation; (xvi) [Intentionally Omitted]; (xvii) Lender shall be satisfied that, upon the completion of the Restoration, the Loan-to-Value Ratio shall not be greater than the lesser of (A) the Loan-to-Value Ratio as determined of the Closing Date, and (B) the Loan-to-Value Ratio immediately prior to such Casualty or Condemnation; (xviii) Borrower shall deliver, or cause to be delivered, to Lender a signed, detailed budget approved in writing by Agent Borrower’s architect or engineer stating all of the costs and expenses of completing the Restoration, which budget shall be acceptable to Lender; and (xix) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient, in its Lender’s reasonable discretionjudgment, to pay for a period all costs and expenses of the Restoration in excess of ten (10) Business Daysfull. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off by a surety company acceptable to Lender and the Rating Agencies to the satisfaction of the Property Lender and discharged of record or or, in the alternative alternative, fully insured to the reasonable satisfaction of Agent Lender by the title insurance company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval by Agent of Lender and by an independent architect or engineer selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements so that, upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the Casualty or Condemnation, as applicable (providedit being understood, however, that (i) Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, and (ii) in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so ; provided that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent reasonably practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%as applicable). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the prior approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing disbursing the Net Proceeds for the Restoration (including, without limitation, reasonable attorneys’ fees and disbursements expenses and the Casualty Consultant’s fees and disbursements, ) shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs and expenses actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs and expenses actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements 5.3.2 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate applicable Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs and expenses of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the (ii) such contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the such contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title insurance company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and Agent receives a title updateevidence of payment of any premium payable in connection with such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the applicable contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of each of the total floor (i) fair market value of the Property as reasonably determined by Lender and (ii) rentable area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of each of the land constituting (i) fair market value of the Property is as reasonably determined by Lender and (ii) rentable area of the Property has been taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Debt Yield Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of (I) any Major LeaseLease and (II) the Franchise Agreement, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal RequirementsRequirements and the Franchise Agreement; (viii) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Franchise Agreement; (ix) intentionally omittedThe Franchise Agreement shall remain in full force and effect during and after completion of the Restoration, notwithstanding the occurrence of such Casualty of Condemnation; and (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, . (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal RequirementsRequirements and Franchise Agreement. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions precedent are metsatisfied: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsconsists of Insurance Proceeds received in connection with a Casualty, then (1) less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty and (2) Legal Requirements permit the restoration of the damaged, destroyed or unusable Improvements at the Property to the same configuration and occupancy that existed immediately preceding such Casualty or (B) in the event the Net Proceeds are an AwardAward received in connection with a Condemnation, then less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements (other than any parking lot area, provided that without such area the Property will still comply with all applicable zoning requirements) is the subject of the such Condemnation; (iii) intentionally omitted; (iv) the Debt Yield for Franchise Agreement, the PropertyIntermediate Management Agreement, the Property Management, the Beverage Concession Agreement (if applicable), the Beverage Management Agreement (if applicable) and the REA shall remain in full force and effect during and after giving effect to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) intentionally omitted; (vi) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (vivii) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viiviii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Stated Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), without giving effect to any extended period of indemnity endorsement in respect of such coverage; (viiiix) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixx) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xxi) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xii) Borrower shall deliver to Lender a signed, as determined detailed budget approved in writing by Agent Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender; (xiii) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in its Lender’s reasonable discretiondiscretion to cover the cost of the Restoration; (xiv) the Debt Service Coverage Ratio, for a period after giving effect to the Restoration, shall not be less than 1.35:1.00; (xv) the Loan to Value Ratio, after giving effect to the Restoration, shall not be greater than sixty-five percent (65%); and (xvi) the condition set forth in excess of ten (10) Business DaysSection 2.10 hereof shall have been satisfied. (b) The Net Proceeds shall be paid directly to Agent Lender for deposit into the Casualty and held by Agent in an interest-bearing account Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s mechanics’ or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable written approval by Agent of Lender (not to be unreasonably withheld, conditioned or delayed) and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage Casualty or destructionCondemnation, as applicable; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%)as applicable. Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval by Agent of Lender (not to be unreasonably withheld, conditioned or delayed) and the Casualty Consultant. All thirdreasonable, out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration includingRestoration, without limitation, including reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements Article 5 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will Lender shall release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instruments and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold for such Individual Property or the costs of completing the Restoration are of the applicable Individual Property is equal to or greater than the Restoration ThresholdThreshold for such Individual Property, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the RestorationRestoration of the applicable Individual Property, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of each of the total floor (i) fair market value of such Individual Property as reasonably determined by Lender and (ii) rentable area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of each of the land constituting the (i) fair market value of such Individual Property is as reasonably determined by Lender, and (ii) rentable area of such Individual Property has been taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation, (iii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Operating Income received by Borrower with respect to such Individual Property during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases and any REAs with respect to such Individual Property shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration of such Individual Property, notwithstanding the occurrence of such Casualty or Condemnation; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration of the applicable Individual Property as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits at the applicable Individual Property and all payments of principal and interest under the Note will be paid during the period required for Restoration of the applicable Individual Property from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration of the applicable Individual Property will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Material Agreement and REA applicable to the applicable Individual Property, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the such Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii) hereof; (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal RequirementsRequirements and any Major Lease, Franchise Agreement, Material Agreement, and REA applicable to the applicable Individual Property; (viii) the Restoration of the applicable Individual Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the requirements of any Major Lease, Franchise Agreement, Material Agreement and REA applicable to the applicable Individual Property; (ix) intentionally omitted; and (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements; and (x) with respect to a Condemnation, as determined by Agent in its reasonable discretion, Lender shall be satisfied that making the Net Proceeds available for a period in excess Restoration of ten (10) Business Daysthe applicable Individual Property shall be permitted pursuant to REMIC Requirements. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) hereof have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the such Individual Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, then Administrative Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: : (i) no Monetary Default or Event of Default shall have occurred and be continuing; ; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A1) in the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twenty-five twenty percent (2520%) of the total rentable floor area of the Improvements at on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B2) in the event the Net Proceeds are an AwardCondemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land, and, in the subject case of (1) and (2) Administrative Agent shall determine that, following the Condemnation; (iv) applicable Condemnation and any Restoration, the Debt Yield for Property shall comply with all applicable law, including zoning, land use or parking applicable to the Property or the use of the Property, after giving effect to including, without limitation, for access, driveways, parking, utilities or drainage; (iii) The DCAS Lease (or Leases demising in the Restoration, shall be aggregate a percentage amount equal to or greater than 16sixty-five percent (65%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination ) of the Debt Yield after giving total rentable space in the Property which has been demised under executed and delivered Leases in effect to as of the Restoration in connection with a date of the occurrence of such Casualty or Condemnation, if Agent used a lower NOI to calculate whichever the applicable Debt Yield than case may be), shall remain in full force and effect during and after the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination completion of the Debt Yield shall be unilaterally made Restoration without abatement of rent beyond the time required for Restoration (or with such abatement being offset by Agentbusiness interruption proceeds); (v) Borrower shall and shall cause Operating Company to commence , notwithstanding the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after occurrence of any such Casualty or Condemnation, whichever the case may be, occurs); (vi) Agent shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or and Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1) the Net Proceeds or (2) other funds of Borrower; (vii) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunder; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; and (x) such Casualty or Condemnation, as applicable, does not result in a material loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent and held by Agent in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after receipt of delivers evidence reasonably satisfactory to Administrative Agent that (i) all requirements set forth Tenants under Leases that will be in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with effect following the Restoration have been paid for in full, are required under their Leases to make all necessary repairs and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have restoration thereto that are not either been fully bonded off of the Property and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid made by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.;

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds (less any business interruption proceeds) are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five thirty percent (2530%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, (1) (x) less than ten percent (10%) of the air rights constituting a portion of the Property is taken, and (y) less than ten percent (10%) of the land constituting a portion of the Property is taken, taken and such land is located along the perimeter or periphery of the Property, and (2) no portion of the Improvements is the subject of the Condemnation (other than immaterial portions thereof which do not affect (x) the use or operation of the Property, (y) the Net Operating Income or value of the Property in any material respect and (z) the compliance of the Property with applicable Legal Requirements); (iii) Leases requiring payment of annual rent equal to at least seventy percent (70%) of the Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation shall remain in full force and effect during and after completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (iv) Borrower shall commence the Debt Yield initial proceedings to commence Restoration (commencement for the Property, after giving effect to the Restoration, purposes hereof shall be equal deemed to include the filing for a building permit or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection other initial permits with Agent’s determination of the Debt Yield after giving effect respect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if anysuch Restoration) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied in its good faith opinion that (A) the undisbursed amount of the Net Proceeds Property shall be produce sufficient cash flow to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits all Operating Expenses and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six three (63) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (DC) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), unless Borrower deposits sufficient additional funds with Lender as determined by Lender in good faith; (viiivii) the Property and the use thereof after the Restoration will be in material compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements in all material respects; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be invested in Permitted Investments from time to time selected by Borrower subject to the same terms and conditions applicable to the investment of Reserve Funds in Permitted Investments set forth in the Cash Management Agreement. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfiedsatisfied in all material respects, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in fullfull (subject to applicable retainage amounts), and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to reasonable approval by Agent of Lender and the Casualty Consultant. All thirdreasonable, out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.work

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) (or in the case of the Carthage Property only, thirty percent (30%)) of the total floor area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the such Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) the Debt Yield The projected aggregate Gross Revenue for the Property, Property after giving effect completion of the Restoration (as reasonably determined by Lender) shall not be reduced as a result of the occurrence of such Casualty or Condemnation by more than twenty percent (20%) as compared to the Restoration, shall be equal to or greater than 16%, as determined Gross Revenue received by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of Borrower during the Debt Yield after giving effect to the Restoration in connection with a twelve (12) month period immediately preceding such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds (including sums received from the proceeds of the coverage required pursuant to Section 5.1.1(a)(iii)), or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease covering 25% or more of the applicable Individual Property or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunderapplicable; (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten Improvements (10) Business Daysexcept if the same is effectively replaced). (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account (with such interest being credited to such account) and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property and Lender, discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance PolicyPolicy (or another reputable title company satisfactory to Lender). (c) All plans and specifications required in connection with the The Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-first class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty ConsultantBorrower, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty ConsultantBorrower, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back hack by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant Borrower certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant Borrower certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily substantially completed substantially all work in a satisfactory manner and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy (or another reputable title company satisfactory to Lender), and Agent Lender receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsconsists of Insurance Proceeds received in connection with a Casualty, then less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty Casualty, or (B) in the event the Net Proceeds are an AwardAward received in connection with a Condemnation, then less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of such Condemnation; (iii) Leases requiring payment of annual rent equal to ninety percent (90%) of the Gross Revenue received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation; (iv) the Debt Yield for Ground Lease, the Property, Management Agreement and all Operating Agreements shall remain in full force and effect during and after giving effect to completion of the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (vi) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of Borrower; (vii) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Stated Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable applicable, or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii), without giving effect to any extended period of indemnity endorsement in respect of such coverage; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (x) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; (xi) Borrower shall deliver to Lender a signed, detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender; (xii) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration; (xiii) intentionally omitted; and (xiv) notwithstanding anything to the contrary contained herein or in any other Loan Document, if the Loan is included in a REMIC Trust and, immediately following a release of any portion of the Lien of the Mortgage following a Condemnation (taking into account any planned Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of the remaining Property is greater than one hundred twenty-five percent (125%) (based solely on real property and excluding any personal property or going concern value) (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust), no Net Proceeds will be released to Borrower unless the principal balance of the Loan is paid down by a “qualified amount” as such term is defined in IRS Rev. Proc. 2010-30, as determined by Agent in the same may be modified, supplemented, superseded or amended from time to time, unless Lender receives an opinion of counsel that, if the foregoing prepayment is not made, the applicable REMIC Trust will not fail to maintain its reasonable discretion, for status as a period in excess REMIC Trust as a result of ten (10) Business Dayssuch release. (b) The Net Proceeds shall be paid directly to Agent Lender for deposit into the Casualty and held by Agent in an interest-bearing account Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s mechanics’ or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to the prior reasonable approval by Agent of Lender and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage Casualty or destructionCondemnation, as applicable; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%)as applicable. Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval by Agent of Lender and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration includingRestoration, without limitation, including reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements Article 5 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the such contractor’s, subcontractor’s or materialman’s contract, (ii) the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence an Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold greater of $250,000 or five percent (5%) of the Allocated Loan Amount with respect to such Individual Property or the costs of completing the Restoration are is equal to or greater than the Restoration Thresholdgreater of $250,000 or five percent (5%) of the Allocated Loan Amount with respect to such Individual Property, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of the total floor area of the Improvements at the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) Leases demising more than the Debt Yield Rentable Space Percentage shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination notwithstanding the occurrence of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs); (vi) Agent . The term "RENTABLE SPACE PERCENTAGE" shall be reasonably satisfied that mean (A) in the undisbursed amount of event the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiencyare insurance proceeds, seventy percent (70%) and (B) any operating deficits and all payments of principal and interest under in the Note will be paid during the period required for Restoration from (1) event the Net Proceeds or (2) other funds of Borrower; (vii) Agent shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunder; (viii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ix) intentionally omitted; and (x) such Casualty or Condemnation, as applicable, does not result in a material loss of access to the Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent and held by Agent in are an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after receipt of evidence reasonably satisfactory to Agent that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off of the Property and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty Award seventy percent (5070%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All third-party costs and expenses incurred by Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent). (d) In no event shall Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty Consultant, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent receives evidence reasonably satisfactory to Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent or by the title company issuing the Title Insurance Policy and Agent receives a title update. If required by Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.;

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twentythirty-five three percent (2533%) of the total floor area of the Improvements at the such Individual Property that has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the affected Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Gross Revenue at such Individual Property received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation. (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) affected Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds Proceeds, or (2B) other funds of BorrowerBorrowers; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major LeaseLease at the related Individual Property or other Leases necessary to meet the condition set forth in clause (iii) above, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the such Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii) unless Borrowers deposit with Lender additional amounts necessary to pay Debt Service and Operating Expenses for the period not covered by the insurance referred to in Section 5.1.1(a)(iii) through completion of the Restoration (provided, that, in no event shall Borrowers’ deposit of additional funds extend the deadline for completion of the Restoration otherwise set forth in (A)-(C) of this clause (vi)); (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrowers in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten (10) Business Days. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower Borrowers from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lender (such approval not to be unreasonably withheld or delayed) and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lender (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower Borrowers shall not be obligated to restore the Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the such Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower Borrowers shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, general contractor and material subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent of Lender and the Casualty Consultant, such approval not to be unreasonably withheld or delayed. All third-party costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the affected Individual Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the related Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent then Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A1) in the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the on any Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B2) in the event the Net Proceeds are an AwardCondemnation Proceeds, less than ten percent (10%) of the land constituting the any Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is located on such land; (iii) The applicable Lease at the subject Individual Property in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and will make all necessary repairs and restorations thereto that are not being made by Borrower as part of the Restoration at their sole cost and expense; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent); (v) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after such Casualty or Condemnation, whichever the case may be, occurs)) and shall diligently pursue the same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount cost of the Net Proceeds shall Restoration and all Operating Expenses and Debt Service that will be sufficient to pay for the costs of completing incurred during the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from covered out of (1) the Net Proceeds or Proceeds, (2) the insurance coverage referred to in Section 5.1.1(a)(iii), if applicable, or (3) by other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A1) the date six (6) months prior to the Maturity Date, (B2) the earliest date required for such completion under the terms of any Major Lease, (C3) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately or (4) six (6) months prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage referred to in Section 5.1.1(a)(iii); (viiivii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the Property or the related Improvements; and (x) Borrower shall deliver, as determined or cause to be delivered, to Lxxxxx a signed detailed budget approved in writing by Agent in its reasonable discretionBxxxxxxx’s architect or engineer stating the entire cost of completing the Restoration, for a period in excess of ten (10) Business Dayswhich budget shall be acceptable to Lender. (b) The With respect to a Casualty or Condemnation where the Net Proceeds shall in connection therewith are equal to or greater than the Restoration Threshold or the cost of completing the Restoration is equal to or greater than the Restoration Threshold, such Net Proceeds shall, at Borrower’s option, either (x) be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtDebt or (y) be paid to Lender as a prepayment of the Debt in accordance with the terms of this Agreement. The Net Proceeds described in clause (x) of the previous sentence shall be disbursed by Agent Lxxxxx to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensLiens or notices of intention to file same, or any other liens Liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance Policy. (c) All plans and specifications required in connection with the Restoration shall be subject to prior reasonable approval by Agent of Lxxxxx and by an independent architect selected by Agent and reasonably satisfactory to Borrower Lxxxxx (the “Casualty Consultant”), which approval shall not be unreasonably withheld, conditioned or delayed by Lxxxxx and the Casualty Consultant. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower Bxxxxxxx shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal RequirementsRequirements and the requirements of any Lease. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval of Lender and the Casualty Consultant, which approval shall not be unreasonably withheld, conditioned or delayed by Agent Lxxxxx and the Casualty Consultant. All third-party costs and expenses incurred by Agent Lxxxxx in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been fifty percent (50%) completed, such fifty percent (50%) completion to be certified by the Casualty Consultant, it being understood that upon such fifty percent (50%) completion of such Restoration, such Casualty Retainage would be reduced to an amount equal to five percent (5%) of the costs actually incurred for work in place as part of such Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lxxxxx receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily completed substantially all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lxxxxx or by the title company issuing the Title Insurance Policy, and Lxxxxx receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and Agent receives a title updateevidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing and expenses to complete the Restoration are equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are metis satisfied: (i) no Monetary Default or Event of Default shall have occurred and be continuingremain outstanding; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceedsInsurance Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the applicable Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the applicable Individual Property is taken, and such land is located along the perimeter or periphery of the applicable Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iii) intentionally omitted; (iv) the Debt Yield for the Property, after giving effect to the Restoration, shall be equal to or greater than 16%, as determined by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of the Debt Yield after giving effect to the Restoration in connection with a Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent)intentionally omitted; (v) intentionally omitted; (vi) Borrower shall and shall cause Operating Company to commence the Restoration (which, for purposes hereof, shall include the removal of debris and the application for permits required pursuant to Legal Requirements) as soon as reasonably practicable (but in no event later than ninety sixty (9060) days after the occurrence of such Casualty or Condemnation) and shall diligently pursue the same to satisfactory completion, whichever the case may bein each case, occurs)subject to Force Majeure; (vivii) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all scheduled payments under this Agreement and the other Loan Documents (including scheduled payments of principal and interest under the Note interest) will be paid during the period required for Restoration from (1A) the Net Proceeds, (B) the Insurance Proceeds of the business or rental interruption or other loss of income insurance specified in Section 5.1.1(a)(iii) hereof or (2C) other funds of Borrower; (viiviii) Agent Lender shall be reasonably satisfied that the Restoration will be completed (subject to non-material punch-list items reasonably acceptable to Lender) on or before the earliest to occur of (A) the date that is six (6) months prior to the Maturity Date, (B) the earliest date date, if any, required under the applicable Legal Requirements for such completion under the terms of any Major Leasecompletion, or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately 6 months prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereundercoverage specified in Section 5.1.1(a)(iii) hereof; (viiiix) the applicable Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixx) intentionally omitted; andthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion (subject to Force Majeure delays) and in compliance with all applicable Legal Requirements; (xxi) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the applicable Individual Property or the related Improvements; (xii) the Management Agreement and the Franchise Agreement shall remain in full force and effect, as determined notwithstanding the occurrence of such Casualty or Condemnation; (xiii) intentionally omitted; (xiv) all Operating Agreements shall remain in full force and effect, notwithstanding the occurrence of such Casualty or Condemnation; (xv) intentionally omitted; (xvi) after giving effect to such Restoration, the Debt Yield for the twelve (12) full calendar months immediately following such Restoration shall not be less than the Debt Yield for the twelve (12) full calendar months immediately preceding such Casualty or Condemnation; (xvii) Lender shall be reasonably satisfied that, upon the completion of the Restoration, the Loan-to-Value Ratio (calculated taking into account both the Outstanding Principal Balance and the Mezzanine Outstanding Principal Balance) shall not be greater than the Loan-to-Value Ratio (calculated taking into account both the Outstanding Principal Balance and the Mezzanine Outstanding Principal Balance) immediately prior to such Casualty or Condemnation; (xviii) Borrower shall deliver, or cause to be delivered, to Lender a signed, detailed budget approved in writing by Agent Borrower’s architect or engineer stating all of the costs and expenses of completing the Restoration, which budget shall be reasonably acceptable to Lender; and (xix) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient, in its Lender’s reasonable discretionjudgment, to pay for a period all costs and expenses of the Restoration in excess of ten (10) Business Daysfull. (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the DebtObligations. The Net Proceeds (including all interest earned thereon) shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which which: (x) have not either been fully bonded off by a surety company reasonably acceptable to Lender and the Rating Agencies to the satisfaction of the Property Lender and discharged of record or or, in the alternative alternative, fully insured to the reasonable satisfaction of Agent Lender by the title insurance company issuing the Title Insurance Policy, or (y) are not being contested in accordance with the provisions of the Loan Documents. (c) All plans and specifications required in connection with the Restoration Restoration, the cost of which is reasonably estimated by Lender to exceed the Alteration Threshold, shall be subject to the prior reasonable approval by Agent of Lender in all material respects and shall be prepared by an independent architect or engineer selected by Agent Borrower and reasonably satisfactory to Borrower approved by Lender (the “Casualty Consultant”). The plans and specifications Restoration shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements in all material respects so that, upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the Casualty or Condemnation, as applicable (providedit being understood, however, that (i) Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty or Condemnation, as applicable, and (ii) in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so ; provided that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent reasonably practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; providedCasualty or Condemnation, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%as applicable). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements in all material Legal Requirementsrespects. The identity of the contractors, subcontractors and materialmen engaged in the RestorationRestoration and which are anticipated to be paid more than $50,000 in connection therewith, as well as the contracts under which they have been engaged, shall be subject to the prior reasonable approval by Agent of Lender and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing disbursing the Net Proceeds for the Restoration (including, without limitation, reasonable attorneys’ fees and disbursements expenses and the Casualty Consultant’s fees and disbursements, ) shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs and expenses actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the direct construction “hard” costs and expenses actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed, provided, however, that after completion of fifty percent (50%) of the Restoration, “Casualty Retainage” shall mean an amount equal to five percent (5%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements 5.3.2 and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate applicable Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs and expenses of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which (i) the Casualty Consultant certifies to Agent Lender that the such contractor, subcontractor or materialman has satisfactorily completed substantially all work (other than minor punch-list items reasonably acceptable to Lender) and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the (ii) such contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the such contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title insurance company issuing the Title Insurance Policy, and (iii) Lender receives an endorsement to the Title Insurance Policy (if available) insuring the continued priority of the Lien of the Security Instrument and Agent receives a title updateevidence of payment of any premium payable in connection with such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the applicable contractor, subcontractor or materialman.

Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property, Borrower shall or shall cause Operating Company to commence any Individual Property and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement, provided that, if required pursuant to the terms of this Agreement, Agent shall have made the Net Proceeds available to Borrower in accordance with the provisions of this Agreement. If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration are is equal to or greater than the Restoration Threshold, or the Observation Deck shall, as a result of such Casualty, be inaccessible or closed for more than thirty (30) days, Agent Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Monetary Default or Event of Default shall have occurred and be continuing; (ii) the Net Proceeds Deficiency, if applicable, shall have been deposited with Agent within (30) days of the settlement of any claim with respect to a Casualty or Condemnation; (iii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five forty percent (2540%) of the total floor area of the Improvements at the such Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten fifteen percent (1015%) of the land constituting the such Individual Property is taken, and such land is located along the perimeter or periphery of the such Individual Property, and no portion of the Improvements is the subject of the Condemnation; (iviii) the Debt Yield The projected aggregate Gross Revenue for the Property, Property after giving effect completion of the Restoration (as reasonably determined by Lender) shall not be reduced as a result of the occurrence of such Casualty or Condemnation by more than twenty percent (20%) as compared to the Restoration, shall be equal to or greater than 16%, as determined Gross Revenue received by Agent in its reasonable discretion. Agent hereby agrees that, in connection with Agent’s determination of Borrower during the Debt Yield after giving effect to the Restoration in connection with a twelve (12) month period immediately preceding such Casualty or Condemnation, if Agent used a lower NOI to calculate the applicable Debt Yield than the NOI which was calculated by Borrower, Agent shall review the same with Borrower and/or its representatives, including Agent’s adjustment (if any) to Gross Revenues and/or Operating Expenses, as applicable, to provide to Borrower and/or its representatives the basis for and details surrounding such determination (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Debt Yield shall be unilaterally made by Agent);. (viv) Borrower shall and shall cause Operating Company to commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty or Condemnation, whichever and shall diligently pursue the case may be, occurs)same to satisfactory completion; (viv) Agent Lender shall be reasonably satisfied that (A) the undisbursed amount of the Net Proceeds shall be sufficient to pay for the costs of completing the Restoration or Borrower has deposited sufficient funds with Agent to pay for any such deficiency, (B) any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (1A) the Net Proceeds (including sums received from the proceeds of the coverage required pursuant to Section 5.l.1(a)(iii)), or (2B) other funds of Borrower; (viivi) Agent Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Major Lease, Lease covering 25% or more of the applicable Individual Property or (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the business income insurance required hereunderapplicable; (viiivii) the such Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (ixviii) intentionally omittedthe Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements; and (xix) such Casualty or Condemnation, as applicable, does not result in a material the loss of access to the such Individual Property or the related Improvements, as determined by Agent in its reasonable discretion, for a period in excess of ten Improvements (10) Business Daysexcept if the same is effectively replaced). (b) The Net Proceeds shall be paid directly to Agent Lender and held by Agent Lender in an interest-bearing account (with such interest being credited to such account) and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Agent Lender to, or as directed by, Borrower from time to time during the course of the Restoration, promptly after upon receipt of evidence reasonably satisfactory to Agent Lender that (iA) all requirements set forth in Section 5.3.2(a) have been satisfied, (iiB) all materials installed or being fabricated if to be paid for in whole or in part prior to the installation thereof and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iiiC) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liensliens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Individual Property arising out of the Restoration which have not either been fully bonded off to the reasonable satisfaction of the Property and Lender, discharged of record or in the alternative fully insured to the reasonable satisfaction of Agent Lender by the title company issuing the Title Insurance PolicyPolicy (or another reputable title company satisfactory to Lender). (c) All plans and specifications required in connection with the The Restoration shall be subject to prior reasonable approval by Agent and by an independent architect selected by Agent and reasonably satisfactory to Borrower (the “Casualty Consultant”). The plans and specifications shall require that the Restoration be completed in a first-first class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Individual Property shall be at least equal in value and general utility to the such Individual Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Individual Property to the precise condition of the such Individual Property prior to such Casualty provided the Individual Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty; provided, further, that if, by reason of Legal Requirements, the Property cannot be substantially restored to equal value and character, it can be rebuilt so that the Loan-to-Value Ratio will, upon completion of such Restoration, be not less than fifty percent (50%). Borrower shall and shall cause Operating Company to restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval by Agent and the Casualty Consultant. All thirdreasonable out-party of-pocket costs and expenses incurred by Agent Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower or be paid from Net Proceeds, to the extent that there is a sufficient amount of Net Proceeds to pay such fees and expenses. If, in connection with this Section 5.3(c), Agent determines that the Loan-to-Value Ratio exceeds fifty (50%) and the Appraised Value, based on Agent’s determination thereof is lower than the Appraised Value as reflected on the Appraisal then delivered to Agent in connection with this Section 5.3(c), Agent shall review the basis for and details surrounding such determination of the Appraised Value by Agent with Borrower and/or its representatives (provided, however, that the duration of such review and the provision of such basis for and details surrounding Agent’s determination shall be reasonably determined by Agent and the final determination of the Appraised Value shall be unilaterally made by Agent)Borrower. (d) In no event shall Agent Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration and the costs for work being fabricated if determined to be reasonably required by the Casualty ConsultantRestoration, as certified by the Casualty ConsultantBorrower, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place or being fabricated as part of the Restoration, as certified by the Casualty ConsultantBorrower, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant Borrower certifies to Agent Lender that the Restoration has been substantially completed in accordance with the provisions of this Section 5.3.2(d) and all applicable Legal Requirements and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Agent Lender receives evidence reasonably satisfactory to Agent Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Agent Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant Borrower certifies to Agent Lender that the contractor, subcontractor or materialman has satisfactorily substantially completed substantially all work in a satisfactory manner and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Agent Lender or by the title company issuing the Title Insurance Policy (or another reputable title company satisfactory to Lender), and Agent Lender receives a title updatean endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by AgentLender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.