Common use of Proceeds of Insurance or Condemnation Clause in Contracts

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s 's expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are Seventy-Five Thousand Dollars ($75,000.00) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) or more and Lender agrees, at its option, agrees to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of period during which business interruption insurance is payable, as reasonably determined by an independent inspector (provided, however, that if the restoration is not capable of being completed by the expiration of the period during which business interruption insurance is payable, then Borrower shall have the right to deposit with Lender such amount that Borrower would have otherwise received in business interruption insurance for the period following expiration of such insurance and completion of restoration, which amounts shall be added to and be deemed Proceeds for purposes hereof) or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursementdisbursement within a reasonable period of time, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of the business interruption insurance period of restoration or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgagesSecurity Instruments, deeds of trust, security agreements, financing statements and other instruments as Lender shall reasonably request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration Two Hundred Fifty Thousand Dollars and replacement of the Improvements, Equipment No/100 ($250,000.00) or more and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. IfSatisfy the following conditions, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof)if Lender, at its sole option, makes the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereofexpenses) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds available to Borrower to be applied within thirty (30) days thereafter to the for Borrower's repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed damaged or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to for which loss or damage has resulted shall be capable of being restored to its their preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty (60) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (Div) such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Lender may, at Borrower’s 's expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to for which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (xj) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. . (k) In the event and to the extent that such Proceeds are not required used or permitted to be used (for any reason) for the repair, restoration and replacement of the Improvements, Equipment and Inventory to for which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid aforesaid, or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to for which a loss or damage has occurred. Any excess Proceeds Notwithstanding the foregoing, all net proceeds of insurance or condemnation (after such application by Lender payment of Lender's reasonable costs and expenses, including without limitation, inspection fees) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00) or less, per occurrence, shall be paid made available to BorrowerBorrower to be applied to repair or rebuild the Improvements, Equipment and Inventory damaged or taken, if such repair or rebuilding is "economically feasible". For purposes hereof, "economically feasible" shall mean that the Improvements, Equipment, and Inventory for which loss or damage has resulted shall be capable of being restored to their preexisting condition and utility in all material respects with a value equal to or greater than the which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption income insurance for the Facility (as described in Section 4.5(d) above) as determined by the Lender or its operating adviser or (ii) the date which is one hundred eighty (180) days prior to the Maturity Date.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereof) are: (a) a. less than Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.0025,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty b. Twenty-Five Thousand Dollars ($250,000.0025,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) i. The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) . At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) . The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) . Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) v. Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) : . complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) , . if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) , . builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) clause . such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) and . copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) . Lender may, at Borrower’s 's expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) . No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) . Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) . Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) x. Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are Twenty-Five Thousand Dollars ($25,000.00) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) : less than Two Hundred Fifty Twenty-Five Thousand Dollars ($250,000.0025,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty or Twenty-Five Thousand Dollars ($250,000.0025,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) : The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) ; At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) ; The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration Table of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.Contents

Proceeds of Insurance or Condemnation. IfSubject to the prior rights of the First Mortgage Lender under the First Mortgage Loan Documents, if, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Mezzanine Lender’s 's reasonable costs and expenses in connection with the administration thereof) are: are (a) less than Two One Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30100,000) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more and Mezzanine Lender agrees, at its option, to make such net Proceeds available to BorrowerMortgagor, satisfy the following conditions for the repair, restoration and replacement by Mortgagor of the Improvements, Equipment and Inventory damaged, destroyed or taken, in which case Mezzanine Lender shall make such net Proceeds available to Borrower Mortgagor on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Mezzanine Lender or First Mortgage Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty forty-five (3045) days from the date of such loss or damage Borrower shall have given Mezzanine Lender and First Mortgage Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty ninety (6090) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Mezzanine Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-fixed- price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Mezzanine Lender and if applicable, First Mortgage Lender named under a standard mortgagee loss-payable clause (Div) such additional funds as in Mezzanine Lender’s 's and if applicable, First Mortgage Lender's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Mezzanine Lender may, at Borrower’s 's reasonable expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Mezzanine Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Mezzanine Lender or First Mortgage Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by LenderMezzanine Lender and, if applicable, First Mortgage Lender ) signed and certified by Borrower and, if required by Mezzanine Lender or First Mortgage Lender, its their architect and or general contractor with appropriate invoices and lien waivers as required by Mezzanine Lender or First Mortgage Lender; and (xj) Mezzanine Lender shall have a first second lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Mezzanine Lender shall reasonably request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are One Hundred Thousand Dollars ($100,000.00) or more and not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Mezzanine Lender, subject to the prior rights of the First Mortgage Lender under the First Mortgage Loan Documents, shall be entitled without notice to or consent from Borrower Mortgagor to apply such Proceeds, or the balance thereof, at Mezzanine Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Mezzanine Lender shall be paid to BorrowerMortgagor.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) or more and Lender agrees, at its option, agrees to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of period during which business interruption insurance is payable, as reasonably determined by an independent inspector (provided, however, that if the restoration is not capable of being completed by the expiration of the period during which business interruption insurance is payable, then Borrower shall have the right to deposit with Lender such amount that Borrower would have otherwise received in business interruption insurance for the period following expiration of such insurance and completion of restoration, which amounts shall be added to and be deemed Proceeds for purposes hereof) or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursementdisbursement within a reasonable period of time, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of the business interruption insurance period of restoration or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgagesSecurity Instruments, deeds of trust, security agreements, financing statements and other instruments as Lender shall reasonably request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration Two Hundred Fifty Thousand Dollars and replacement of the Improvements, Equipment No/100 ($250,000.00) or more and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of any of the Mortgaged Property Properties (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000), Lender shall deliver such proceeds to Borrower Borrowers to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower Borrowers of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more and Lender agrees, at in its optionreasonable discretion, to make such net Proceeds available to BorrowerBorrowers, Lender shall make such net Proceeds available to Borrower Borrowers on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date;; 1942134 v3 (iv) Within thirty (30) days from the date of such loss or damage Borrower Borrowers shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to BorrowerBorrowers, Borrower Borrowers shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause, (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s Borrowers’ expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower Borrowers shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower Borrowers and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; andand 1942134 v3 (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower Borrowers shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are Five Hundred Thousand Dollars ($500,000.00) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower Borrowers to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to BorrowerBorrowers.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars and No/100 ($250,000.00) or more and Lender agrees, at its option, agrees to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of period during which business interruption insurance is payable, as reasonably determined by an independent inspector (provided, however, that if the restoration is not capable of being completed by the expiration of the period during which business interruption insurance is payable, then Borrower shall have the right to deposit with Lender such amount that Borrower would have otherwise received in business interruption insurance for the period following expiration of such insurance and completion of restoration, which amounts shall be added to and be deemed Proceeds for purposes hereof) or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk or course of construction insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursementdisbursement within a reasonable period of time, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of the business interruption insurance period of restoration or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgagesSecurity Instruments, deeds of trust, security agreements, financing statements and other instruments as Lender shall reasonably request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration Two Hundred Fifty Thousand Dollars and replacement of the Improvements, Equipment No/100 ($250,000.00) or more and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. IfSubject to the prior rights of the First Mortgage Lender under the First Mortgage Loan Documents, if, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Mezzanine Lender’s 's reasonable costs and expenses in connection with the administration thereof) are: are (a) less than Two One Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30100,000) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more and Mezzanine Lender agrees, at its option, to make such net Proceeds available to BorrowerOwner, satisfy the following conditions for the repair, restoration and replacement by Owner of the Improvements, Equipment and Inventory damaged, destroyed or taken, in which case Mezzanine Lender shall make such net Proceeds available to Borrower Owner on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Mezzanine Lender or First Mortgage Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty forty-five (3045) days from the date of such loss or damage Borrower shall have given Mezzanine Lender and First Mortgage Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty ninety (6090) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Mezzanine Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-fixed- price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Mezzanine Lender and if applicable, First Mortgage Lender named under a standard mortgagee loss-payable clause (Div) such additional funds as in Mezzanine Lender’s 's and if applicable, First Mortgage Lender's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Mezzanine Lender may, at Borrower’s 's reasonable expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Mezzanine Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date;; and (ixi) Each disbursement by Mezzanine Lender or First Mortgage Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Mezzanine Lender and, if applicable, First Mortgage Lender) signed and certified by Borrower and, if required by Mezzanine Lender or First Mortgage Lender, its their architect and or general contractor with appropriate invoices and lien waivers as required by Mezzanine Lender or First Mortgage Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are One Hundred Thousand Dollars ($100,000.00) or more and not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Mezzanine Lender, subject to the prior rights of the First Mortgage Lender under the First Mortgage Loan Documents, shall be entitled without notice to or consent from Borrower Owner to apply such Proceeds, or the balance thereof, at Mezzanine Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Mezzanine Lender shall be paid to BorrowerOwner.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereof) are: are (a) less than Two One Hundred Fifty Thousand Dollars ($250,000.00)100,000) or (b) One Hundred Thousand Dollars ($100,000) or more and Lender agrees, Lender shall deliver at its option, to make such proceeds net Proceeds available to Borrower to be applied within thirty (30) days thereafter to Borrower, satisfy the following conditions for the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, in which case Lender shall make such net Proceeds available to Borrower on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty forty-five (3045) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty ninety (6090) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-fixed- price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause, (Div) such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Lender may, at Borrower’s 's reasonable expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (xj) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall reasonably request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are One Hundred Thousand Dollars ($100,000) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after After damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender taken shall make such net Proceeds available to Borrower on be permitted upon satisfaction of the following termsconditions: (ia) The aggregate amount of all such Proceeds of insurance or condemnation shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no monetary Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the net Proceeds applied for such purpose; (ve) Within sixty (60) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by subparagraph (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable payee clause, (Div) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to for which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (xj) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments instruments, as Lender shall reasonably request to create, evidence, or perfect such lien and security interest. Lender agrees that Lender shall make the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses) available to Borrower for Borrower’s repair, restoration and replacement of the Improvements, Equipment, or Inventory damaged, destroyed or taken, subject to Borrower’s satisfaction of the conditions contained in this Section. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option option, either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand and 00/l00 Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand and 00/l00 Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property Collateral (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two One Hundred Fifty Thousand and 00/100 Dollars ($250,000.00100,000), Lender so long as no Event of Default exists, shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two One Hundred Fifty Thousand and 00/100 Dollars ($250,000.00100,000) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) 45 days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) 120 days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 AlA G702l703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; , and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. interest In the event and to the extent that such Proceeds are One Hundred Thousand and 00/100 Dollars ($100,000) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. IfSatisfy the following conditions, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof)if Lender, at its sole option, makes the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereofexpenses) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds available to Borrower to be applied within thirty (30) days thereafter to the for Borrower's repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed damaged or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to for which loss or damage has resulted shall be capable of being restored to its their preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty (60) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (Div) such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Lender may, at Borrower’s 's expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to for which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (xj) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are not required used or permitted to be used (for any reason) for the repair, restoration and replacement of the Improvements, Equipment and Inventory to for which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid aforesaid, or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to for which a loss or damage has occurred. Any excess Proceeds Notwithstanding the foregoing, all net proceeds of insurance or condemnation (after such application by Lender payment of Lender's reasonable costs and expenses, including without limitation, inspection fees) in an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00) or less, per occurrence, shall be paid made available to Borrower.Borrower to be applied to repair or rebuild the Improvements, Equipment and Inventory damaged or taken, if such repair or rebuilding is "economically feasible". For purposes hereof, "economically feasible" shall mean that the

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the any Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000.00), Lender shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two Hundred Fifty Seventy-Five Thousand Dollars ($250,000.0075,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause, (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are Seventy-Five Thousand Dollars ($75,000.00) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. If, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof), the net Proceeds of insurance or condemnation (after payment of Lender’s reasonable costs and expenses in connection with the administration thereof) are: (a) less than Two One Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)100,000) per Facility, Lender so long as no Event of Default exists, shall deliver such proceeds to Borrower to be applied within thirty (30) days thereafter to the repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed or taken, or (b) Two One Hundred Fifty Thousand and 00/100 Dollars ($250,000.00100,000) or more per Facility and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (i) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (ii) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iii) The Improvements, Equipment, and Inventory to which loss or damage has resulted shall be capable of being restored to its preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (iv) Within thirty (30) 45 days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (v) Within sixty (60) 120 days following the date of notice under the preceding subparagraph (iv) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (A) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iii) above, (B) if loss or damage exceeds Fifty One Hundred Thousand Dollars ($50,000100,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (C) builder’s risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (D) such additional funds as in Lender’s reasonable opinion are necessary to complete such repair, restoration and replacement, and (E) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vi) Lender may, at Borrower’s expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (vii) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to which a loss or damage has occurred unless the same are covered by such insurance; (viii) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ix) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (x) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. In the event and to the extent that such Proceeds are One Hundred Thousand and 00/100 Dollars ($100,000) or more and are not required to be used for the repair, restoration and replacement of the Improvements, Equipment and Inventory to which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.

Proceeds of Insurance or Condemnation. IfSatisfy the following conditions, after damage to or destruction of or condemnation of the Mortgaged Property (or any part thereof)if Lender, at its sole option, makes the net Proceeds of insurance or condemnation (after payment of Lender’s 's reasonable costs and expenses in connection with the administration thereofexpenses) are: (a) less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lender shall deliver such proceeds available to Borrower to be applied within thirty (30) days thereafter to the for Borrower's repair, restoration and replacement by Borrower of the Improvements, Equipment and Inventory damaged, destroyed damaged or taken, or (b) Two Hundred Fifty Thousand Dollars ($250,000.00) or more and Lender agrees, at its option, to make such net Proceeds available to Borrower, Lender shall make such net Proceeds available to Borrower on the following terms: (ia) The aggregate amount of all such Proceeds shall not exceed the aggregate amount of all such Loan Obligations; (iib) At the time of such loss or damage and at all times thereafter while Lender is holding any portion of such Proceeds, there shall exist no Default or Event of Default; (iiic) The Improvements, Equipment, and Inventory to for which loss or damage has resulted shall be capable of being restored to its their preexisting condition and utility in all material respects with a value equal to or greater than that which existed prior to such loss or damage and such restoration shall be capable of being completed prior to the earlier to occur of (i) the expiration of business interruption insurance as determined by an independent inspector or (ii) the Maturity Date; (ivd) Within thirty (30) days from the date of such loss or damage Borrower shall have given Lender a written notice electing to have the Proceeds applied for such purpose; (ve) Within sixty (60) days following the date of notice under the preceding subparagraph (ivd) and prior to any Proceeds being disbursed to Borrower, Borrower shall have provided to Lender all of the following: (Ai) complete plans and specifications for restoration, repair and replacement of the Improvements, Equipment and Inventory damaged to the condition, utility and value required by (iiic) above, (Bii) if loss or damage exceeds Fifty Thousand Dollars ($50,000), fixed-price or guaranteed maximum cost bonded construction contracts for completion of the repair and restoration work in accordance with such plans and specifications, (Ciii) builder’s 's risk insurance for the full cost of construction with Lender named under a standard mortgagee loss-payable clause (Div) such additional funds as in Lender’s 's reasonable opinion are necessary to complete such repair, restoration and replacement, and (Ev) copies of all permits and licenses necessary to complete the work in accordance with the plans and specifications; (vif) Lender may, at Borrower’s 's expense, retain an independent inspector to review and approve plans and specifications and completed construction and to approve all requests for disbursement, which approvals shall be conditions precedent to release of Proceeds as work progresses; (viig) No portion of such Proceeds shall be made available by Lender for architectural reviews or for any other purposes which are not directly attributable to the cost of repairing, restoring or replacing the Improvements, Equipment and Inventory to for which a loss or damage has occurred unless the same are covered by such insurance; (viiih) Borrower shall diligently pursue such work and shall complete such work prior to the earlier to occur of the expiration of business interruption insurance or the Maturity Date; (ixi) Each disbursement by Lender of such Proceeds and deposits shall be funded subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices and shall be made only upon receipt of disbursement requests on an AIA G702/703 form (or similar form approved by Lender) signed and certified by Borrower and, if required by Lender, its architect and general contractor with appropriate invoices and lien waivers as required by Lender; and (xj) Lender shall have a first lien on and security interest in all building materials and completed repair and restoration work and in all fixtures and equipment acquired with such Proceeds, and Borrower shall execute and deliver such mortgages, deeds of trust, security agreements, financing statements and other instruments as Lender shall request to create, evidence, or perfect such lien and security interest. . (k) In the event and to the extent that such Proceeds are not required used or permitted to be used (for any reason) for the repair, restoration and replacement of the Improvements, Equipment and Inventory to for which a loss or damage has occurred, or, if the conditions set forth herein for such application are otherwise not satisfied, then Lender shall be entitled without notice to or consent from Borrower to apply such Proceeds, or the balance thereof, at Lender’s 's option either (a) to the full or partial payment or prepayment of the Loan Obligations (without premium) in the manner aforesaid aforesaid, or (b) to the repair, restoration and/or replacement of all or any part of such Improvements, Equipment and Inventory to for which a loss or damage has occurred. Any excess Proceeds after such application by Lender shall be paid to Borrower.