Common use of Repair and Restoration Clause in Contracts

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantor.

Repair and Restoration. If Notwithstanding the provision of paragraph 15, and provided that (i) no event of default has occurred hereunder or under the Note or other Loan Documents, (ii) Mortgagee is satisfied that the there are sufficient proceeds to complete the restoration of the improvements constructed on the Mortgaged Property can be repaired or restored Premises to substantially the same condition value and character as existed prior to such damage, and (iii) the event causing such damage or destructioninsurers do not deny liability as to the insureds, or Mortgagee shall apply the effect of insurance proceeds for the combination can be relieved so that the status repair and restoration of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed accordance in accordance with the following conditions: 15.1.1 Prior to commencement of repair and restoration, the contracts, contractors, and plans and specifications previously provided to the Beneficiarythereof shall be approved by Mortgagee which approval shall not be unreasonably withheld, conditioned or delayed, and that such repairsMortgagee shall be provided with mechanics’ lien waivers. 15.1.2 At the time of any disbursement of the proceeds, replacementsMortgagor shall not be in default under the Note, or improvements comply with all applicable statutesthis Mortgage, codes, no mechanics’ or materialmen’s liens shall have been filed and regulations; (B) remain undischarged and/or not bonded against and a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the satisfactory bring down of title insurance policy insuring shall be delivered to Mortgagee. 15.1.3 Disbursement shall be made from time to time in an amount not exceeding the continued priority cost of the lien work completed since the last disbursement, upon receipt of this Mortgage. The Beneficiary satisfactory evidence of the stage of completion and or performance of the work in a good and workmanlike manner in accordance with the contracts and the plans and specifications. 15.1.4 Mortgagee shall retain ten percent (10%) of the requested disbursements proceeds until the repair and restoration is fully completed. 15.1.5 The proceeds shall not bear interest and may be commingled with Mortgagee’s other funds. 15.1.6 Mortgagee may impose such other conditions as are customarily imposed by construction lenders. 15.1.7 Prior to be disbursed upon final completion commencement of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the repair and restoration, the Proceeds are less than if the estimated cost thereof as determined by Mortgagee exceeds the amount of the proceeds, Mortgagor shall, immediately upon demand by Mortgagee, pay the amount of such excess to repair the Mortgaged Property, the Grantor shall pay an amount equal Mortgagee to be added to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected proceeds held by it in the foregoing mattersMortgagee. Any Proceeds in excess sum so added by Mortgagor which remains upon completion of repair and restoration shall be refunded to Mortgagor. If any sum remains after the completion and any refund to Mortgagor aforesaid, such sum remaining shall, at Mortgagee’s option, be applied on account of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction outstanding balance of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorNote.

Repair and Restoration. If Notwithstanding the provisions of paragraph 17, in the event of a partial taking, and provided that (i) no event of default has occurred hereunder or under the Note or other Loan Documents, and (ii) Mortgagee is satisfied that the there are sufficient proceeds to complete the restoration of the improvements constructed on the Mortgaged Property can be repaired or restored Premises to substantially the same condition value and character as existed prior to such taking, Mortgagee shall apply the event causing such damage or destruction, or condemnation proceeds for the effect of the combination can be relieved so that the status repair and restoration of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with the following conditions: 17.1.1 Prior to commencement of repair and restoration, the contracts, contractors, and plans and specifications previously provided to the Beneficiarythereof shall be approved by Mortgagee, which approval shall not be unreasonably withheld, conditioned or delayed, and that such repairsMortgagee shall be provided with mechanics’ lien waiver. 17.1.2 At the time of any disbursement of the proceeds, replacementsMortgagor shall not be in default under the Note, or improvements comply with all applicable statutesthe Mortgage, codes, no mechanics’ or materialmen’s liens shall have been filed and regulations; (B) remain undischarged and or properly bonded against and a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the satisfactory bring down of title insurance policy insuring shall be delivered to Mortgagee. 17.1.3 Disbursement shall be made from time to time in an amount not exceeding the continued priority cost of the lien work completed since the last disbursement, upon receipt of this Mortgage. The Beneficiary satisfactory evidence of the stage of completion and of performance of the work in a good and workmanlike manner in accordance with the contracts and the plans and specifications. 17.1.4 Mortgagee shall retain ten percent (10%) of the requested disbursements proceeds until the repair and restoration is fully completed. 17.1.5 The proceeds shall not bear interest and may be commingled with Mortgagee’s other funds. 17.1.6 Mortgagee may impose such other conditions as are customarily imposed by construction lenders. 17.1.7 Prior to be disbursed upon final completion commencement of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the repair and restoration, the Proceeds are less than if the estimated cost thereof as determined by Mortgagee exceeds the amount of the proceeds, Mortgagor shall, immediately upon demand by Mortgagee, pay the amount of such excess to repair the Mortgaged Property, the Grantor shall pay an amount equal Mortgagee to be added to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected proceeds held by it in the foregoing mattersMortgagee. Any Proceeds in excess sum so added by Mortgagor which remains upon completion of repair and restoration shall be refunded to Mortgagor. If any sum remains after the completion and any refund to Mortgagor aforesaid, such sum remaining shall, at Mortgagee’s option, be applied on account of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction outstanding balance of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorNote.

Repair and Restoration. If this Lease is not terminated pursuant to this Article 11 above, Landlord shall promptly and diligently perform the Mortgaged Property can Landlord Repairs, subject to reasonable delays for Force Majeure. Such repair and restoration shall be repaired or restored to substantially the same condition that existed before the Casualty, except for any modifications required by any Restrictions. If this Lease is not terminated pursuant to this Article 11 above, then upon completion of the Landlord Repairs, Tenant, at its expense and in accordance with Article 8 above, shall repair any damage to such Tenant Improvements and/or Alterations, as existed applicable, and restore them to their condition prior to the event causing Casualty, and any insurance covering the damage to such damage Tenant Improvements and/or Alterations, as the case may be, shall be paid to or destructionretained by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its invitees, or for any injury to Tenant’s business, resulting from any Casualty or from any repair of damage resulting therefrom; provided, however, that if any Casualty damages the effect Premises or any Common Area necessary for Tenant’s access to the Premises, then, during any time that, as a result of such damage, any portion of the combination can Premises is untenantable or inaccessible and is not occupied by Tenant for the conduct of its business, the Monthly Rent shall be relieved so abated in the proportion that the status rentable square footage of such portion of the Mortgaged Property will be restored to substantially the same status as existed prior Premises bears to the event causing such condemnationtotal rentable square footage of the Premises; provided, withouthowever, in either case, jeopardizing repayment the event that only a portion of the principal Premises is untenantable or inaccessible as a result of the Casualty, but the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and interest Tenant does not conduct its business from such remaining portion, then during such time that Tenant is so prevented from effectively conducting its business therein, the Monthly Rent shall be abated entirely for such time as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies any portion of the Premises during such period for the conduct of its business, the Monthly Rent allocable to such reoccupied portion, based on the Indebtednessproportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable square footage of the Premises, and Grantor elects shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Tenant’s right to rent abatement under the preceding sentence shall continue until the earlier to occur of (i) the date that the repair and restore restoration of such Tenant Improvements and/or Alterations is completed by Tenant, (ii) the Mortgaged Propertydate that is reasonably determined by Landlord to be the date on which Tenant would have completed the repair and restoration of such improvements if Tenant had used reasonable diligence in connection therewith, provided Landlord can definitively show that Tenant has not proceeded with reasonable diligence, or (iii) the Proceeds will be deposited with date that Tenant recommences business operations in the Beneficiary and held in a special escrow account damaged portion of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorPremises.

Repair and Restoration. If the Mortgaged Property can be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor Mortgagor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary Mortgagee and held in a special escrow account of the Beneficiary Mortgagee to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary Mortgagee shall be disbursed by the Beneficiary Mortgagee for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary Mortgagee from the Grantor Mortgagor of (A) an architect's certificate with each draw submitted by Grantor Mortgagor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the BeneficiaryMortgagee, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor Mortgagor in the form reasonably acceptable to the BeneficiaryMortgagee; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary Mortgagee shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor Mortgagor shall pay an amount equal to the shortfall. The Grantor Mortgagor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the GrantorMortgagor, shall either be used to prepay the Indebtedness or disbursed to the GrantorMortgagor.

Repair and Restoration. (1) If all or a substantial part of the Mortgaged Property can be repaired Leased Premises is rendered untenantable or restored inaccessible by damage to substantially all or any part of the same condition as existed prior to Facilities from fire, the event causing such damage or destructionelements, accident, terrorist activity, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnationother casualty (collectively, without“Casualty”) then, in unless either case, jeopardizing repayment of the principal of and interest on the Indebtednessparty is entitled, and Grantor elects elects, to terminate this Lease Agreement pursuant to subsections (B) or (C) below, the Authority shall, at its expense, use reasonable efforts to repair and restore the Mortgaged PropertyLeased Premises and/or the Facilities, as the case may be, to substantially their former condition to the extent permitted by then applicable Laws; provided, however, that in no event shall the Authority have any obligation: (a) to make repairs or restoration beyond the extent of Net Proceeds will be deposited with actually received by the Beneficiary Authority for such Casualty (and held in a special escrow account of the Beneficiary not applied by any lender to be applied then outstanding indebtedness); and/or (b) to repair, replacerestore, or improve replace any personal property (including without limitation the Mortgaged Excluded Property. Proceeds held ) at the Leased Premises other than the Equipment. (2) If the Authority is required to repair damage to the Leased Premises and/or the Facilities resulting from a Casualty, the following shall apply: (a) This Lease Agreement shall continue in such escrow account held by full force and effect, but Tenant’s obligations to pay Minimum Rental that would otherwise have accrued from and after the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement date of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed Casualty through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final substantial completion of the repairsrepairs or restoration shall be abated with regard to any portion of the Leased Premises that Tenant is prevented from using by reason of such damage or its repair or restoration; provided, replacementshowever, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement that, to the title policy for extent the Mortgaged Property insuring negligence or willful misconduct of Tenant, its subtenants, and/or their respective agents, contractors, Employees or Invitees caused such Casualty, Base Rent, Additional Rent, Minimum Rental, and Machine Shop, Composite Shop and Interior Shop rent shall not be abated during the continued priority period of restoration of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal Leased Premises except to the shortfall. The Grantor may rely upon extent the advice Authority collects for such Base Rent, Additional Rent, Minimum Base Rent, and Machine Shop, Composite Shop, and Interior Shop rent from rental insurance maintained by the Authority. (b) Subject to the Authority’s obligations under Section 1702(B) below, in no event shall the Authority be liable to Tenant by reason of architects, engineers, accountants, financial consultants, attorneys, any injury to or other experts selected interference with Tenant’s Business or property arising from a Casualty or by it in the foregoing matters. Any Proceeds in excess reason of any repairs or restoration to any part of the amount required to repair and restore Facilities (including without limitation the Mortgaged Property under this Alternative A, at Leased Premises) necessitated by the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorCasualty.

Repair and Restoration. If Grantor will keep the Mortgaged Property can in first class order, repair, operating condition and appearance, causing all necessary repairs, renewals, replacements, additions and improvements to be repaired or restored to substantially the same condition as existed prior to the event causing such damage or destructionpromptly made, or the effect of the combination can be relieved so that the status and will not allow any of the Mortgaged Property to be misused, abused or wasted or to deteriorate. Notwithstanding the foregoing, Grantor will be restored to substantially not, without the same status prior written consent of Beneficiary, (a) remove from the Mortgaged Property any fixtures or personal property covered by this Deed of Trust except such as existed prior is replaced by Grantor by an article of equal suitability and value, owned by Grantor, free and clear of any lien or security interest (except that created by this Deed of Trust), or (b) make any structural alteration to the event causing such condemnation, without, Mortgaged Property or any other alteration thereto which impairs the value thereof. If any act or occurrence of any kind or nature (including any condemnation or any casualty for which insurance was not obtained or obtainable) shall result in either case, jeopardizing repayment damage to or loss or destruction of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Grantor shall give prompt notice thereof to Beneficiary and held Grantor shall promptly, at Grantor's sole cost and expense and regardless of whether insurance or condemnation proceeds (if any) shall be available or sufficient for the purpose, commence and continue diligently to completion to restore, repair, replace and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to the damage, loss or destruction. NO OTHER LIENS. Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any deed of trust, mortgage, voluntary or involuntary lien, whether statutory, constitutional or contractual, security interest, encumbrance or charge, or conditional sale or other title retention document, against or covering the Mortgaged Property, or any part thereof, other than the Permitted Encumbrances, regardless of whether the same are expressly or otherwise subordinate to the lien or security interest created in this Deed of Trust, and should any of the foregoing become attached hereafter in any manner to any part of the Mortgaged Property without the prior written consent of Beneficiary, Grantor will cause the same to be promptly discharged and released. If Beneficiary consents to the voluntary grant by Grantor of any lien, security interest, or other encumbrance (hereinafter called "SUBORDINATE MORTGAGE") covering any of the Mortgaged Property or if the foregoing prohibition is determined by a court of competent jurisdiction to be unenforceable as to a Subordinate Mortgage, any such Subordinate Mortgage shall contain express covenants to the effect that: (1) the Subordinate Mortgage is unconditionally subordinate to this Deed of Trust and all Leases (hereinafter defined); (2) if any action (whether judicial or pursuant to a power of sale) shall be instituted to foreclose or otherwise enforce the Subordinate Mortgage, no tenant of any of the Leases (as defined above) shall be named as a party defendant, and no action shall be taken that would terminate any occupancy or tenancy without the prior written consent of Beneficiary; (3) Rents (as defined above), if collected by or for the holder of the Subordinate Mortgage, shall be applied first to the payment of the Indebtedness then due and expenses incurred in the ownership, operation and maintenance of the Mortgaged Property in such order as Beneficiary may determine, prior to being applied to any indebtedness by the Subordinate Mortgage; (4) written notice of default under the Subordinate Mortgage and written notice of the commencement of any action (whether judicial or pursuant to a power of sale) to foreclose or otherwise enforce the Subordinate Mortgage or to seek the appointment of a receiver for all or any part of the Mortgaged Property shall be given to Beneficiary with or immediately after the occurrence of any such default or commencement; and (5) neither the holder of the Subordinate Mortgage, nor any purchaser at foreclosure thereunder, nor anyone claiming by, through or under any of them shall succeed to any of Grantor's rights hereunder without the prior written consent of Beneficiary. OPERATION OF MORTGAGED PROPERLY. Grantor will operate the Mortgaged Property in a special escrow account good and workmanlike manner and in accordance with all legal requirements and will pay all fees or charges of any kind in connection therewith. Grantor will keep the Mortgaged Property occupied so as not to impair the insurance carried thereon. Grantor will not use or occupy or conduct any activity on, or allow the use or occupancy of or the conduct of any activity on, the Mortgaged Property in any manner which violates any legal requirement or which constitutes a public or private nuisance or which makes void, voidable or cancelable, or increases the premium of, any insurance then in force with respect thereto. Grantor will not initiate or permit any zoning reclassification of the Beneficiary Mortgaged Property or seek any variance under existing zoning ordinances applicable to the Mortgaged Property or use or permit the use of the Mortgaged Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other legal requirement. Grantor will not impose any easement, restrictive covenant or encumbrance upon the Mortgaged Property, execute or file any subdivision plat or condominium declaration affecting the Mortgaged Property or consent to the annexation of the Mortgaged Property to any municipality, without the prior written consent of Beneficiary. Grantor will not do or suffer to be applied done any act whereby the value of any part of the Mortgaged Property may be lessened. Grantor will preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by Without the Beneficiary prior written consent of Beneficiary, there shall be disbursed by no drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the Beneficiary surface or subsurface of the Land regardless of the depth thereof or the method of mining or extraction thereof. Grantor will cause all debts and liabilities of any character (including without limitation all debts and liabilities for labor, material and equipment and all debts and charges for utilities servicing the repairMortgaged Property) incurred in the construction, replacementmaintenance, or improvement operation and development of the Mortgaged Property upon receipt to be promptly paid. FINANCIAL MATTERS. Grantor is solvent after giving effect to all borrowings contemplated by the Beneficiary from the Grantor of Loan Instruments and no proceeding under any debtor relief law is pending (Aor, to Grantor's knowledge, threatened) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacementsor against Grantor, or improvements completed through any affiliate of Grantor, as a debtor. All reports, statements, plans, budgets, applications, agreements and other data and information heretofore furnished or hereafter to be furnished by or on behalf of Grantor to Beneficiary in connection with the date loan or loans evidenced by the Loan Instruments (including, without limitation, all financial statements and financial information) are and will be true, correct and complete in all material respects as of their respective dates and do not and will not omit to state any fact or circumstance necessary to make the statements contained therein not misleading. No material adverse change has occurred since the dates of such draw are practical reports, statements and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor other data in the form reasonably acceptable financial condition of Grantor or, to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority Grantor's knowledge, of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property tenant under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantorany lease described therein.

Repair and Restoration. If the Mortgaged Property can be repaired Premises or restored to substantially the same condition as existed prior to the event causing such damage Building (including machinery or destructionequipment used in its operation) are damaged by fire or other casualty, or the effect if any part of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtednessis damaged by a taking or condemnation by any competent authority for any public or quasi-public use or purpose (a “Taking”), and Grantor elects this Lease does not terminate pursuant to this Article 12, Landlord shall repair and restore the Mortgaged Propertydamage with reasonable promptness, the Proceeds will be deposited with the Beneficiary subject to reasonable delays for insurance adjustments, Takings claims and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Propertymatters beyond Landlord’s reasonable control. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount Landlord is not required to repair and or restore the Mortgaged Property under this Alternative A, any work done by Tenant at the direction Property, except to the extent of the Grantor, proceeds of insurance (a) carried by Tenant and timely received by Landlord if Landlord has conditioned its approval of such work on Tenant’s removal at the expiration of the Term or (b) carried by Landlord with respect to such improvements. Any other repairs or restoration shall either be used done at Tenant’s sole cost and expense subject to prepay the Indebtedness or disbursed Landlord’s prior approval and all applicable provisions of this Lease. Tenant acknowledges that Landlord is entitled to the Grantorfull proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to any work done by Tenant on the Property which would become the Landlord’s property upon the termination of this Lease. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease, by virtue of any delays in completing such repairs and restoration except to the extent set forth in Section 12.02 or Section 12.03. Base Rent and Additional Rent shall xxxxx on those portions of the Premises that from time to time are tenantable and unoccupied by Tenant as a result of such damage. Tenant shall have no right to share in any condemnation award or in any judgment for damages caused by any Taking, except that Tenant shall receive the proceeds of any separate award for the value of Tenant’s improvements to the Property, relocation expenses, or personal property.

Repair and Restoration. If Notwithstanding the Mortgaged provisions of Sections 1.9 and 1.10 above, so long as the Mortgagee determines in the exercise of its reasonable discretion that the Mortgagor is financially able to bear any costs of such rebuilding which are not covered by the insurance proceeds or condemnation awards, then if: no Default or Event of Default has occurred and is continuing beyond any applicable grace period under the Loan Documents; and the Property can can, in the Mortgagee’s reasonable judgment, with diligent restoration and repair, be repaired or restored returned to substantially a condition at least equal to the same condition as thereof that existed prior to the event casualty or taking causing such the loss or damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor earlier to occur of (A) an architect's certificate with each draw submitted two hundred and seventy (270) days after receipt of insurance proceeds or condemnation awards by Grantor stating that either the repairs, replacements, Mortgagor or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the BeneficiaryMortgagee, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that the Term Loan Maturity Date; and all necessary consents or approvals of any Governmental Authority can be obtained to allow the rebuilding and the re-occupancy of the Property as described in subsection (b) above; and there are sufficient moneys are sums available, through insurance proceeds or condemnation awards and contributions by the Mortgagor, for such restoration and repair (including, without limitation, for any costs and expenses incurred by the Mortgagee in approving said restoration or repair); and the Mortgagor so elects by written notice delivered to the Mortgagee within ten (10) days after notice from the Mortgagee to the Mortgagor of such settlement of the aforesaid insurance or condemnation claim; then, the Mortgagee shall, solely for the purposes of such restoration and repair, make available to cause the Mortgagor the Condemnation Proceeds or Insurance Proceeds, as applicable, for use by the Mortgagor in such restoration and repair; provided, restorationthat the Mortgagor shall submit for the prior approval by the Mortgagee plans and specifications, replacements, or improvements; (C) requisitions contractors and certificates from the Grantor in the form reasonably acceptable of construction contracts for such restoration and repair and shall furnish to the Beneficiary; (D) applicable Mortgagee permits, bonds, lien waivers; , invoices, receipts and (E) an endorsement affidavits from contractors and subcontractors in form and substance satisfactory to the title insurance policy insuring the continued priority of the lien of this MortgageMortgagee in its discretion. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairsIn addition, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for extent that the Mortgaged Property insuring the continued priority Mortgagee receives any rental loss or loss of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds business income insurance proceeds in excess of the amount amounts required to repair ensure no Default or Event of Default occurs with respect to any payment becoming due and restore payable under the Mortgaged Property under this Alternative ALoan Documents or the Indenture for any period of time in which the Mortgagor is not required to pay rent due to the casualty or condemnation, at the direction and provided further that all operating expenses of the GrantorProperty have been paid in full, then any such excess shall either be used to prepay distributed by the Indebtedness or disbursed Mortgagee to the GrantorMortgagor.

Repair and Restoration. If (a) Except as otherwise specifically provided in this Section 12, if the Mortgaged Property can be repaired Premises, the Building or restored to substantially any other leasable buildings or improvements located on Shopping Center are damaged by any cause whatsoever, this Lease shall remain in full force and effect and Landlord shall, at its sole expense, repair, restore and rebuild the same condition with all reasonable dispatch and diligence, so far as practicable and lawful, to complete units of like quality, nature and condition, with the same layout and parking to floor area ratios as that which existed immediately prior to the event causing occurrence of such damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied damage. Landlord's obligation to repair, replacerestore and rebuild as set forth in this Paragraph 12.1 (a) shall supersede any ---------------- provision of applicable law to the contrary, or improve which provisions the Mortgaged Propertyparties hereby waive. Proceeds held in Any such escrow account held by repair, restoration and rebuilding of the Beneficiary Premises shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed performed in accordance with plans and specifications previously provided to the Beneficiaryapproved in writing by Tenant, prepared by a licensed architect selected and employed by Landlord and approved in writing by Tenant, and that such repairsperformed by a licensed general contractor selected and employed by Landlord and approved in writing by Tenant. None of the approvals to be obtained from Tenant in the previous sentence shall be unreasonably withheld, replacements, conditioned or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause delayed. During such repair, restorationrestoration and rebuilding of the Premises, replacementsTenant shall at all times have access to the Premises for the purpose of inspecting the work in progress and for the purpose of installing trade fixtures, equipment, merchandise, advertising and signs; provided, however, that Tenant's rights of access shall not be exercised in a manner which materially impedes Landlord's repair, restoration or rebuilding of the Premises. (b) In the event that the Premises, the Building or any other leasable buildings or Common Area improvements located on Shopping Center are damaged to the extent that the Premises are not reasonably suitable for the normal conduct of Tenant's business as carried on prior to said damage, Tenant may nevertheless elect to continue occupancy during the repair, restoration and rebuilding period or discontinue occupancy until satisfaction of the conditions set forth below; provided, however, that if Tenant's continued occupancy will materially delay completion of Landlord's repair, restoration or rebuilding of the Premises, then the three (3) month period specified in Clause (1) of Paragraph 12.1 (c) shall be extended by the period of ----------------- delay attributable to Tenant's continued occupancy and, provided further, that if Tenant's continued occupancy will materially increase the cost of such repair, restoration or rebuilding, Tenant shall pay the full amount of such increase. In the event Tenant elects to continue occupancy of the Premises, then from the date of such damage until completion of repair, restoration and rebuilding, there shall be an equitable adjustment in Minimum Rent and all other amounts payable hereunder, taking into account the interference, with Tenant's normal conduct of business. In the event Tenant elects to discontinue occupancy, then Minimum Rent and all other amounts payable hereunder shall completely abate from xxx date of damage for the duration of the period of repair, restoration and rebuilding. Tenant shall not be required to accept delivery, of possession of the Premises and to commence paying Minimum Rent and other charges payable by Tenant to Landlord hereunder until the earlier of (i) the date on which Tenant recommences to conduct business on the entire Premises, or improvements; (Cii) requisitions sixty (60) days after the last to occur of all of the following events: (1) The architect in charge of the construction certifies in writing to Tenant that said construction has been completed in substantial accordance with the approved plans and certificates from specifications and that the Grantor Premises is in compliance with all laws, ordinances, regulations and requirements of governmental authorities having jurisdiction thereof; (2) A certificate of occupancy or an equivalent use permit and all other requisite permits and approvals necessary for the form reasonably acceptable conduct of Tenant's business on the Premises and for the public to have access to the Beneficiary; (D) applicable lien waivers; Premises are issued by the appropriate legal authorities and (E) an endorsement to the title insurance policy insuring the continued priority Tenant shall have received certified or photostatic copies of the lien of this Mortgage. The Beneficiary shall retain ten percent same; and (10%3) If the location of the requested disbursements foundations or exterior walls has been changed, Landlord delivers to be disbursed upon final completion Tenant an as-built drawing of the repairs, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal to the shortfall. The Grantor may rely upon the advice of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds in excess of the amount required to repair and restore the Mortgaged Property under this Alternative A, at the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the Grantorrestored Premises.

Repair and Restoration. If Notwithstanding the Mortgaged provisions of Sections 1.9 and 1.10 above, so long as the Beneficiary determines in the exercise of its reasonable discretion that the Grantor is financially able to bear any costs of such rebuilding which are not covered by the insurance proceeds or condemnation awards, then if: no Default or Event of Default has occurred and is continuing beyond any applicable grace period under the Loan Documents; and the Property can can, in the Beneficiary’s reasonable judgment, with diligent restoration and repair, be repaired or restored returned to substantially a condition at least equal to the same condition as thereof that existed prior to the event casualty or taking causing such the loss or damage or destruction, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnation, without, in either case, jeopardizing repayment of the principal of and interest on the Indebtedness, and Grantor elects to repair and restore the Mortgaged Property, the Proceeds will be deposited with the Beneficiary and held in a special escrow account of the Beneficiary to be applied to repair, replace, or improve the Mortgaged Property. Proceeds held in such escrow account held by the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement of the Mortgaged Property upon receipt by the Beneficiary from the Grantor earlier to occur of (A) an architect's certificate with each draw submitted two hundred and seventy (270) days after receipt of insurance proceeds or condemnation awards by either the Grantor stating that the repairs, replacements, or improvements completed through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that the Term Loan Maturity Date; and all necessary consents or approvals of any Governmental Authority can be obtained to allow the rebuilding and the re-occupancy of the Property as described in subsection (b) above; and there are sufficient moneys are sums available, through insurance proceeds or condemnation awards and contributions by the Grantor, for such restoration and repair (including, without limitation, for any costs and expenses incurred by the Beneficiary in approving said restoration or repair); and the Grantor so elects by written notice delivered to the Beneficiary within ten (10) days after notice from the Beneficiary to the Grantor of such settlement of the aforesaid insurance or condemnation claim; then, the Beneficiary shall, solely for the purposes of such restoration and repair, make available to cause such repairthe Grantor the Condemnation Proceeds or Insurance Proceeds, restorationas applicable, replacements, or improvements; (C) requisitions and certificates from for use by the Grantor in the form reasonably acceptable to the Beneficiarysuch restoration and repair; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final completion of the repairsprovided, replacements, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement to the title policy for the Mortgaged Property insuring the continued priority of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, that the Grantor shall pay an amount equal submit for the prior approval by the Beneficiary plans and specifications, contractors and form of construction contracts for such restoration and repair and shall furnish to the shortfallBeneficiary permits, bonds, lien waivers, invoices, receipts and affidavits from contractors and subcontractors in form and substance satisfactory to the Beneficiary in its discretion. The Grantor may rely upon In addition, to the advice extent that the Beneficiary receives any rental loss or loss of architects, engineers, accountants, financial consultants, attorneys, or other experts selected by it in the foregoing matters. Any Proceeds business income insurance proceeds in excess of the amount amounts required to repair ensure no Default or Event of Default occurs with respect to any payment becoming due and restore payable under the Mortgaged Property under this Alternative ALoan Documents or the Indenture for any period of time in which the Grantor is not required to pay rent due to the casualty or condemnation, at the direction and provided further that all operating expenses of the GrantorProperty have been paid in full, then any such excess shall either be used to prepay distributed by the Indebtedness or disbursed Beneficiary to the Grantor.

Repair and Restoration. (1) If all or a substantial part of the Mortgaged Property can be repaired Leased Premises is rendered untenantable or restored inaccessible by damage to substantially all or any part of the same condition as existed prior to Facilities from fire, the event causing such damage or destructionelements, accident, terrorist activity, or the effect of the combination can be relieved so that the status of the Mortgaged Property will be restored to substantially the same status as existed prior to the event causing such condemnationother casualty (collectively, without“Casualty”) then, in unless either case, jeopardizing repayment of the principal of and interest on the Indebtednessparty is entitled, and Grantor elects elects, to terminate this Lease Agreement pursuant to subsections (B) or (C) below, the Authority shall, at its expense, use reasonable efforts to repair and restore the Mortgaged PropertyLeased Premises and/or the Facilities, as the case may be, to substantially their former condition to the extent permitted by then applicable Laws; provided, however, that in no event shall the Authority have any obligation: (a) to make repairs or restoration beyond the extent of Net Proceeds will be deposited with actually received by the Beneficiary Authority for such Casualty (and held in a special escrow account of the Beneficiary not applied by any lender to be applied then outstanding indebtedness); and/or (b) to repair, replacerestore, or improve replace any personal property (including without limitation the Mortgaged Excluded Property. Proceeds held ) at the Leased Premises other than the Equipment. (2) If the Authority is required to repair damage to the Leased Premises and/or the Facilities resulting from a Casualty, the following shall apply: (a) This Lease Agreement shall continue in such escrow account held by full force and effect, but Tenant’s obligations to pay Base Rent, Minimum Base Rent, Additional Rent and Minimum Additional Rent that would otherwise have accrued from and after the Beneficiary shall be disbursed by the Beneficiary for the repair, replacement, or improvement date of the Mortgaged Property upon receipt by the Beneficiary from the Grantor of (A) an architect's certificate with each draw submitted by Grantor stating that the repairs, replacements, or improvements completed Casualty through the date of such draw are practical and necessary, have been completed in accordance with plans and specifications previously provided to the Beneficiary, and that such repairs, replacements, or improvements comply with all applicable statutes, codes, and regulations; (B) a certificate stating that sufficient moneys are available to cause such repair, restoration, replacements, or improvements; (C) requisitions and certificates from the Grantor in the form reasonably acceptable to the Beneficiary; (D) applicable lien waivers; and (E) an endorsement to the title insurance policy insuring the continued priority of the lien of this Mortgage. The Beneficiary shall retain ten percent (10%) of the requested disbursements to be disbursed upon final substantial completion of the repairsrepairs or restoration shall be abated with regard to any portion of the Leased Premises that Tenant is prevented from using by reason of such damage or its repair or restoration; provided, replacementshowever, or improvements as certified by an independent architect and receipt of waivers of liens and an endorsement that, to the title policy for extent the Mortgaged Property insuring negligence or willful misconduct of Tenant, its subtenants, and/or their respective agents, contractors, Employees or Invitees caused such Casualty, Base Rent, Additional Rent, Minimum Base Rent and Minimum Additional Rent shall not be abated during the continued priority period of restoration of the lien of this Mortgage. If at any time during the restoration, the Proceeds are less than the estimated cost to repair the Mortgaged Property, the Grantor shall pay an amount equal Leased Premises except to the shortfall. The Grantor may rely upon extent the advice Authority collects for such Base Rent, Additional Rent, Minimum Base Rent and Minimum Additional Rent from rental insurance maintained by the Authority. (b) Subject to the Authority’s obligations under Section 1702(B) below, in no event shall the Authority be liable to Tenant by reason of architects, engineers, accountants, financial consultants, attorneys, any injury to or other experts selected interference with Tenant’s Business or property arising from a Casualty or by it in the foregoing matters. Any Proceeds in excess reason of any repairs or restoration to any part of the amount required to repair and restore Facilities (including without limitation the Mortgaged Property under this Alternative A, at Leased Premises) necessitated by the direction of the Grantor, shall either be used to prepay the Indebtedness or disbursed to the GrantorCasualty.