Common use of Restoration Advances Clause in Contracts

Restoration Advances. (i) Lender agrees that in the event that all or a portion of the Improvements shall be destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Security Instrument, Lender will elect to apply the insurance proceeds which remain after payment of the expenses of collection thereof as provided in Subsection I, above (called the "Proceeds" below in this Subsection), or so much thereof as is required, to restoration of the portion of the Premises damaged, as nearly as practicable to its value, character and condition immediately prior to such XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 8 casualty (the "Restoration"), provided that all of the following conditions precedent are satisfied in full not later than ninety (90) days after the date on which the casualty loss occurs: A) no default shall have occurred and shall remain uncured following the expiration of any grace or cure period; B) all tenants having present or future possessory rights under Leases (hereinafter defined), including without limitation the tenant under the that certain Standard Industrial/Commercial Single-Tenant Lease-Net (the "Xxxxxxxxx Lease") dated September 19, 1997, by and between Rose Ventures V, Inc., a California corporation, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, as Lessor, and Xxxxxxxxx Technologies USA, Inc., as Lessee, the Lessor's interest thereunder having been assigned to Borrower, have agreed in a manner satisfactory to Lender that their Leases will continue in full force and effect and, if necessary, the time for taking or regaining possession of the demised premises under such Leases will be extended by the time necessary to complete the Restoration; C) all parties having operating, management or franchise interests in, and arrangements concerning, the Property have agreed that they will continue their interests and arrangements for the contract terms then in effect following the Restoration; D) all parties having commitments to provide financing with respect to the Property, to purchase Borrower's interest in full or in part in the Property or to purchase or pay the loan evidenced by the Note (collectively, "Commitment Providers") have agreed in a manner satisfactory to Lender that their commitments will continue in full force and effect and, if necessary, the expiration of such commitments will be extended by the time necessary to complete the Restoration; E) Borrower has presented evidence satisfactory to Lender, and Lender has reasonably determined, that the Restoration can be accomplished within a reasonable period of time and in any event prior to the Maturity Date (as defined in the Note); F) Borrower has delivered or caused to be delivered to Lender, and Lender has approved, complete final plans and specifications (the "Restoration Plans") for the work to be performed in connection with the Restoration (hereinafter called the "Restoration Work") prepared and sealed by an architect (the "Architect") acceptable to Lender, with evidence satisfactory to Lender of the approval of the Restoration Plans by all Commitment Providers and by all governmental authorities and all tenants under Leases whose approval is required; G) Borrower has delivered or caused to be delivered to Lender a signed estimate approved in writing by the Architect, stating the entire cost of completing the Restoration Work; H) Borrower has entered into, and has furnished to Lender a copy of, a fixed price construction contract satisfactory to Lender, with a contractor reasonably acceptable to Lender, bonded to the extent required by Lender, for the Restoration Work; I) if Lender has determined that (i) the projected cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender, then Borrower has deposited with Lender funds sufficient to cover the excess cost; J) Borrower has furnished all insurance coverage required by Lender pursuant to Subsection 2.1(d)(I), above; and K) Lender has determined that it will not incur any liability to any person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Lender may, at its option, apply such Proceeds to the indebtedness secured hereby, whether or not due, in such order and manner as Lender elects. (ii) To the extent that Lender elects to apply the Proceeds to the restoration or reconstruction of the Improvements, then disbursement of the Proceeds for Restoration or Restoration Work shall be subject to and shall be made in accordance with the customary practices of Lender governing the disbursement of construction loans. If Lender determines from time to time that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender plus all other available funds deposited by Borrower with Lender for the purpose of the Restoration, then Borrower shall deposit additional funds with Lender to cover the excess cost before Lender shall be required to disburse any such Proceeds or other available funds XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 10 for Restoration costs. Any such funds provided by Borrower to cover excess costs shall be used for the costs of Restoration prior to disbursement of any of the Proceeds for such costs. (iii) Any such Proceeds and additional funds provided by Borrower which are held by Lender under this Subsection II shall be held by Lender in an account of Lender's selection until disbursed for Restoration or otherwise applied as herein provided. Lender's receipt and custody of such Proceeds or additional funds shall not constitute a repayment of any of the indebtedness secured hereby, unless and until such Proceeds or additional funds are actually applied against the indebtedness secured hereby in accordance with this Security Instrument. No disbursement of such Proceeds for Restoration costs shall constitute an advance of the loan evidenced by the Note or increase the principal amount of such loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be applied against the indebtedness secured hereby in such manner and order as Lender elects. If surplus funds then remain from additional funds provided by Borrower to cover excess costs of Restoration, then such surplus funds shall be returned to Borrower, provided that no uncured default shall exist hereunder. (iv) In any event, upon the occurrence of a default at any time, and the expiration of any applicable grace or cure period without the curing thereof, Lender may (but has no obligation to) apply all or any portion of such Proceeds or additional funds provided by Borrower in Lender's possession to the payment of the indebtedness secured hereby, whether or not due, in such order and manner as Lender elects, and/or to the cure of any default without waiving the same.

Restoration Advances. (i) Lender Mortgagee agrees that in the event that all or a portion of the Improvements shall be destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Security InstrumentMortgage, Lender Mortgagee will elect to apply the insurance proceeds which remain after payment of the expenses of collection thereof as provided in Subsection I, above (called the "Proceeds" below in this Subsection), or so much thereof as is required, to restoration of the portion of the Premises damaged, as nearly as practicable to its value, character and condition immediately prior to such XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 8 casualty (the "Restoration"), provided that all of the following conditions precedent are satisfied in full not later than ninety (90) days after the date on which the casualty loss occurs: A) no default shall have occurred and shall remain uncured following the expiration of any grace or cure period; B) all tenants having present or future possessory rights under Leases (hereinafter defined), including without limitation the tenant under the that certain Standard Industrial/Commercial SingleBuild-Tenant LeaseTo-Net Suit Office Lease Agreement (the "Xxxxxxxxx Pennsylvania ------------ Cellular Lease") dated as of September 1926, 1997, by and between Rose Ventures Vamong Xxxxx Xxxxxxx -------------- No. 33, Inc.L.P., a California Pennsylvania limited partnership, as Landlord, Pennsylvania Cellular Telephone Corp., a North Carolina corporation, Xxxxxx X. Xxxxx as Tenant, and Xxxxxxx X. Xxxxx, as LessorXxxxxxx & Company, and Xxxxxxxxx Technologies USA, Inc.an Illinois corporation, as LesseeContractor, as amended, the LessorLandlord's interest thereunder having been assigned to BorrowerMortgagor, have agreed in a manner satisfactory to Lender Mortgagee that their Leases will continue in full force and effect and, if necessary, the time for taking or regaining possession of the demised premises under such Leases will be extended by the time necessary to complete the Restoration; C) all parties having operating, management or franchise interests in, and arrangements concerning, the Property have agreed that they will continue their interests and arrangements for the contract terms then in effect following the Restoration; D) all parties having commitments to provide financing with respect to the Property, to purchase BorrowerMortgagor's interest in full or in part in the Property or to purchase or pay the loan evidenced by the Note (collectively, "Commitment Providers") have agreed in a manner satisfactory to Lender Mortgagee that their commitments will continue in full force and effect and, if necessary, the expiration of such commitments will be extended by the time necessary to complete the Restoration; E) Borrower Mortgagor has presented evidence satisfactory to LenderMortgagee, and Lender Mortgagee has reasonably determined, that the Restoration can be accomplished within a reasonable period of time and in any event prior to the Maturity Date (as defined in the Note); F) Borrower Mortgagor has delivered or caused to be delivered to LenderMortgagee, and Lender Mortgagee has approved, complete final plans and specifications (the "Restoration Plans") for the work to be performed in connection with the Restoration (hereinafter called the "Restoration Work") prepared and sealed by an architect (the "Architect") acceptable to LenderMortgagee, with evidence satisfactory to Lender Mortgagee of the approval of the Restoration Plans by all Commitment Providers and by all governmental authorities and all tenants under Leases whose approval is required; G) Borrower Mortgagor has delivered or caused to be delivered to Lender Mortgagee a signed estimate approved in writing by the Architect, stating the entire cost of completing the Restoration Work; H) Borrower Mortgagor has entered into, and has furnished to Lender Mortgagee a copy of, a fixed price construction contract satisfactory to LenderMortgagee, with a contractor reasonably acceptable to LenderMortgagee, bonded to the extent required by LenderMortgagee, for the Restoration Work and such contractor shall have executed a waiver of its right and the right of all subcontractors and materialmen to file mechanics' liens with respect to the Restoration Work; I) if Lender Mortgagee has determined that (i) the projected cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by LenderMortgagee, then Borrower Mortgagor has deposited with Lender Mortgagee funds sufficient to cover the excess cost; J) Borrower Mortgagor has furnished all insurance coverage required by Lender Mortgagee pursuant to Subsection 2.1(d)(I), above; and K) Lender Mortgagee has determined that it will not incur any liability to any person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Lender Mortgagee may, at its option, apply such Proceeds to the indebtedness secured hereby, whether or not due, in such order and manner as Lender Mortgagee elects. (ii) To the extent that Lender Mortgagee elects to apply the Proceeds to the restoration or reconstruction of the Improvements, then disbursement of the Proceeds for Restoration or Restoration Work shall be subject to and shall be made in accordance with the customary practices of Lender Mortgagee governing the disbursement of construction loans. If Lender Mortgagee determines from time to time that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender Mortgagee plus all other available funds deposited by Borrower Mortgagor with Lender Mortgagee for the purpose of the Restoration, then Borrower Mortgagor shall deposit additional funds with Lender Mortgagee to cover the excess cost before Lender Mortgagee shall be required to disburse any such Proceeds or other available funds XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 10 for Restoration costs. Any such funds provided by Borrower Mortgagor to cover excess costs shall be used for the costs of Restoration prior to disbursement of any of the Proceeds for such costs. (iii) Any such Proceeds and additional funds provided by Borrower Mortgagor which are held by Lender Mortgagee under this Subsection II shall be held by Lender Mortgagee in an account of LenderMortgagee's selection until disbursed for Restoration or otherwise applied as herein provided. LenderMortgagee's receipt and custody of such Proceeds or additional funds shall not constitute a repayment of any of the indebtedness secured hereby, unless and until such Proceeds or additional funds are actually applied against the indebtedness secured hereby in accordance with this Security InstrumentMortgage. No disbursement of such Proceeds for Restoration costs shall constitute an advance of the loan evidenced by the Note or increase the principal amount of such loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be applied against the indebtedness secured hereby in such manner and order as Lender Mortgagee elects. If surplus funds then remain from additional funds provided by Borrower Mortgagor to cover excess costs of Restoration, then such surplus funds shall be returned to BorrowerMortgagor, provided that no uncured default shall exist hereunder. (iv) In any event, upon the occurrence of a default at any time, and the expiration of any applicable grace or cure period without the curing thereof, Lender Mortgagee may (but has no obligation to) apply all or any portion of such Proceeds or additional funds provided by Borrower Mortgagor in LenderMortgagee's possession to the payment of the indebtedness secured hereby, whether or not due, in such order and manner as Lender Mortgagee elects, and/or to the cure of any default without waiving the same.

Restoration Advances. (i) Lender agrees Lenders agree that in the event that all or a portion of the Improvements improvements on any Collateral shall be destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Security InstrumentAgreement, Lender Lenders will elect to apply the insurance proceeds which remain after payment of the expenses of collection thereof as provided in Subsection I(a), above (called the "Proceeds" below in this -------- Subsection), or so much thereof as is required, to restoration of the portion of the Premises Collateral damaged, as nearly as practicable to its value, character and condition immediately prior to such XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 8 casualty (the "Restoration"), provided that ----------- all of the following conditions precedent are satisfied in full not later than ninety (90) days after the date on which the casualty loss occurs: A) no default Default shall have occurred and shall remain uncured following the expiration of any grace or cure period; B) all tenants having present or future possessory rights under Major Leases (hereinafter definedas defined in the applicable Mortgage), including without limitation the tenant under the that certain Standard Industrial/Commercial Single-Tenant Lease-Net (the "Xxxxxxxxx Lease") dated September 19, 1997, by and between Rose Ventures V, Inc., a California corporation, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, as Lessor, and Xxxxxxxxx Technologies USA, Inc., as Lessee, the Lessor's interest thereunder having been assigned to Borrower, have agreed in a manner satisfactory to Lender Administrative Agent that their such Major Leases will continue in full force and effect and, if necessary, the time for taking or regaining possession of the demised premises under such Major Leases will be extended by the time necessary to complete the Restoration; C) all parties having operating, management or franchise interests in, and arrangements concerning, the Property applicable Collateral have agreed that they will continue their interests and arrangements for the contract terms then in effect following the Restoration; D) all parties having commitments to provide financing with respect to the Property, to purchase Borrower's interest in full or in part in the Property or to purchase or pay the loan evidenced by the Note (collectively, "Commitment Providers") have agreed in a manner satisfactory to Lender that their commitments will continue in full force and effect and, if necessary, the expiration of such commitments will be extended by the time necessary to complete the Restoration; E) Borrower has presented evidence satisfactory to LenderAdministrative Agent, and Lender Administrative Agent has reasonably determined, that the Restoration can be accomplished within a reasonable period of time and in any event prior to the Maturity Date (as defined in the Note)Date; FE) Borrower has delivered or caused to be delivered to LenderAdministrative Agent, and Lender Administrative Agent has approved, complete final plans and specifications (the "Restoration Plans") for the work to be performed ----------------- in connection with the Restoration (hereinafter called the "Restoration Work") ---------------- prepared and sealed by an architect (the "Architect") acceptable to LenderAdministrative Agent, with evidence satisfactory to Lender --------- Administrative Agent of the approval of the Restoration Plans by all Commitment Providers and by all governmental authorities and all tenants under Major Leases whose approval is required; GF) Borrower has delivered or caused to be delivered to Lender Administrative Agent a signed estimate approved in writing by the Architect, stating the entire cost of completing the Restoration Work; HG) Borrower has entered into, and has furnished to Lender Administrative Agent a copy of, a fixed price construction contract satisfactory to LenderAdministrative Agent, with a contractor reasonably acceptable to LenderAdministrative Agent, bonded to the extent required by LenderAdministrative Agent, for the Restoration Work; IH) if Lender Administrative Agent has determined that (i) the projected cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender, then Borrower has deposited with Lender Administrative Agent funds sufficient to cover the excess cost; JI) Borrower has furnished all insurance coverage required by Lender Administrative Agent pursuant to Subsection 2.1(d)(ISection 5.6(a), above; and KJ) Lender Administrative Agent has determined that it no Lender will not incur any liability to any person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Lender Administrative Agent may, at its option, apply such Proceeds to the indebtedness secured herebyObligations, whether or not due, in such order and manner as Lender electsaccordance with Section 2.12 of this Agreement. (ii) To the extent that Lender Administrative Agent elects to apply the Proceeds to the restoration or reconstruction of the Improvementsimprovements on any Collateral, then disbursement of the Proceeds for Restoration or Restoration Work shall be subject to and shall be made in accordance with the customary practices of Lender Administrative Agent governing the disbursement of construction loansloans and the terms set forth on Exhibit 2.6(a) of this Agreement regarding -------------- construction disbursements. If Lender Administrative Agent determines from time to time that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender Administrative Agent plus all other available funds deposited by Borrower with Lender Administrative Agent for the purpose of the Restoration, then Borrower shall deposit additional funds with Lender Administrative Agent to cover the excess cost before Lender Administrative Agent shall be required to disburse any such Proceeds or other available funds XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 10 for Restoration costs. Any such funds provided by Borrower to cover excess costs shall be used for the costs of Restoration prior to disbursement of any of the Proceeds for such costs. (iii) Any such Proceeds and additional funds provided by Borrower which are held by Lender Administrative Agent under this Subsection II (b) shall be held by Lender Administrative Agent in an interest bearing account of LenderAdministrative Agent's selection (and the interest earned thereon shall become a part of the funds so held) until disbursed for Restoration or otherwise applied as herein provided. LenderAdministrative Agent's receipt and custody of such Proceeds or additional funds shall not constitute a repayment of any of the indebtedness secured herebyObligations, unless and until such Proceeds or additional funds are actually applied against the indebtedness secured hereby Obligations in accordance with this Security InstrumentAgreement. No disbursement of such Proceeds for Restoration costs shall constitute an advance a Loan of the loan evidenced by the Note Commitment Amount or increase the principal amount of such loanthereof. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be applied against the indebtedness secured hereby in such manner and order as Lender electsObligations. If surplus funds then remain from additional funds provided by Borrower to cover excess costs of Restoration, then such surplus funds shall be returned to Borrower, provided that no uncured default Default shall exist hereunder. (iv) In any event, upon the occurrence of a default Default at any time, and the expiration of any applicable grace or cure period without the curing thereof, Lender Administrative Agent may (but has no obligation to) apply all or any portion of such Proceeds or additional funds provided by Borrower in LenderAdministrative Agent's possession to the payment of the indebtedness secured herebyObligations, whether or not due, in such order and manner as Lender electsaccordance with Section 2.12 of this Agreement, and/or to the cure of any default Default without waiving the same.

Restoration Advances. (i) Lender Mortgagee agrees that that, in the event that all or a portion of the Improvements shall be are destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Security InstrumentMortgage, Lender or in the event that not more than ten percent (10%) of the Land and Improvements are condemned or taken under power of eminent domain (or transferred in lieu thereof), Mortgagee will elect (under Subsection 2.1(d) or 2.1(f), as applicable) to apply the insurance proceeds or condemnation proceeds (or the proceeds of transfer in lieu thereof) which remain after payment of the expenses of collection thereof as provided in Subsection I, above Subsections 2.1(d) and 2.1(f) (called the "Proceeds" below in this Subsection), -------- or so much thereof as is required, to restoration of the portion of the Premises damaged, Property damaged or taken as nearly as practicable to its value, character and condition immediately prior to such XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 8 casualty or taking (the "Restoration"), provided that ----------- either (i) no Event of Default shall have occurred and the amount of the Proceeds is less than One Hundred Thousand Dollars ($100,000), or (ii) all of the following conditions precedent are satisfied in full not later than ninety (90) days after the date on which the casualty loss occursoccurs or title to the portion of the Property taken (or transferred in lieu thereof) vests in the condemning authority, as the case may be: (A) no default Event of Default shall have occurred and shall remain uncured following the expiration of any grace or cure periodoccurred; (B) the lessee under the Major Lease or, if such lease is no longer in effect, all tenants having present or future possessory rights under Leases (hereinafter defined)) covering, including without limitation in the tenant under aggregate, not less than eighty- five percent (85%) of the that certain Standard Industrial/Commercial Single-Tenant Lease-Net (net rentable area of the "Xxxxxxxxx Lease") dated September 19, 1997, by and between Rose Ventures V, Inc., a California corporation, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, as Lessor, and Xxxxxxxxx Technologies USA, Inc., as Lessee, the Lessor's interest thereunder having been assigned to Borrower, Improvements have agreed in a manner satisfactory to Lender Mortgagee that their Leases will continue in full force and effect and, if necessary, the time for taking or regaining possession of the demised premises under such Leases will be extended by the time necessary to complete the Restoration; (C) all parties having operating, management or franchise interests in, and arrangements concerning, the Property have agreed that they will continue their interests and arrangements for the contract terms then in effect following the Restoration; (D) all parties having commitments to provide financing with respect to the Property, to purchase BorrowerMortgagor's interest in full or in part in the Property or to purchase or pay the loan evidenced by the Note (collectively, "Commitment Providers") have agreed in a manner satisfactory to Lender Mortgagee that -------------------- their commitments will continue in full force and effect and, if necessary, the expiration of such commitments will be extended by the time necessary to complete the Restoration; (E) Borrower in the case of a condemnation, Mortgagor has presented evidence satisfactory to LenderMortgagee, and Lender Mortgagee has reasonably determined, that the remaining portions of the Improvements can feasibly be redesigned and reconstructed to such a condition that they can be operated for their intended purposes; (F) Mortgagor has presented evidence satisfactory to Mortgagee, and Mortgagee has reasonably determined, that the Restoration can be accomplished within a reasonable period of time and in any event prior to the Maturity Date (as defined in the Note); F(G) Borrower Mortgagor has delivered or caused to be delivered to LenderMortgagee, and Lender Mortgagee has approved, complete final plans and specifications (the "Restoration Plans") for the work to be performed in connection with the ----------------- Restoration (hereinafter called the "Restoration Work") prepared and sealed by ---------------- an architect (the "Architect") acceptable to LenderMortgagee, with evidence --------- satisfactory to Lender Mortgagee of the approval of the Restoration Plans by all Commitment Providers and by all governmental authorities and all tenants under Leases whose approval is required; G(H) Borrower Mortgagor has delivered or caused to be delivered to Lender Mortgagee a signed estimate approved in writing by the Architect, stating the entire cost of completing the Restoration Work; H(I) Borrower Mortgagor has entered into, and has furnished to Lender Mortgagee a copy of, a fixed price construction contract satisfactory to LenderMortgagee, with a contractor reasonably acceptable to LenderMortgagee, bonded to the extent required by LenderMortgagee, for the Restoration Work; I(J) if Lender Mortgagee has determined that (i) the projected cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by LenderMortgagee, then Borrower Mortgagor has deposited with Lender Mortgagee funds sufficient to cover the excess cost; J(K) Borrower Mortgagor has furnished all insurance coverage required by Lender Mortgagee pursuant to Subsection 2.1(d)(I2.1 (d), above; and; K(L) Lender Mortgagee has determined that it will not incur any liability to any person as a result of such use of the Proceeds; and (M) Mortgagor has demonstrated to Mortgagee, to Mortgagee's reasonable satisfaction, that the combination of operating income from the Leases remaining in force plus the proceeds of business interruption insurance which will be available during the period of the Restoration will be sufficient to cover the operating expenses of the Premises and debt service on the secured indebtedness during such period. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Lender Mortgagee may, at its option, apply such Proceeds to the indebtedness secured hereby, whether or not due, in such order and manner as Lender Mortgagee elects. (ii) To the extent that Lender Mortgagee elects to apply the Proceeds to the restoration or reconstruction of the Improvements, then disbursement of the Proceeds for Restoration or Restoration Work shall be subject to and shall be made in accordance with the customary practices of Lender Mortgagee governing the disbursement of construction loans. If Lender Mortgagee determines from time to time that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender Mortgagee plus all other available funds deposited by Borrower Mortgagor with Lender Mortgagee for the purpose of the Restoration, then Borrower Mortgagor shall deposit additional funds with Lender Mortgagee to cover the excess cost before Lender Mortgagee shall be required to disburse any such Proceeds or other available funds XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 10 for Restoration costs. Any such funds provided by Borrower Mortgagor to cover excess costs shall be used for the costs of Restoration prior to disbursement of any of the Proceeds for such costs. (iii) Any such Proceeds and additional funds provided by Borrower Mortgagor which are held by Lender Mortgagee under this Subsection II shall be held by Lender Mortgagee in an interest-bearing account of LenderMortgagee's selection until disbursed for Restoration or otherwise applied as herein provided. LenderMortgagee's receipt and custody of such Proceeds or additional funds shall not constitute a repayment of any of the indebtedness secured hereby, unless and until such Proceeds or additional funds are actually applied against the indebtedness secured hereby in accordance with this Security InstrumentMortgage. No disbursement of such Proceeds for Restoration costs shall constitute an advance of the loan evidenced by the Note or increase the principal amount of such loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be applied against the indebtedness secured hereby in such manner and order as Lender Mortgagee elects. If surplus funds then remain from additional funds provided by Borrower Mortgagor to cover excess costs of Restoration, then such surplus funds shall be returned to BorrowerMortgagor, provided that no uncured default or Event of Default shall exist hereunder. (iv) In any event, upon the occurrence of a default an Event of Default at any time, and the expiration of any applicable grace or cure period without the curing thereof, Lender Mortgagee may (but has no obligation to) apply all or any portion of such Proceeds or additional funds provided by Borrower Mortgagor in LenderMortgagee's possession to the payment of the indebtedness secured hereby, whether or not due, in such order and manner as Lender Mortgagee elects, and/or to the cure of any default Event of Default without waiving the same.

Restoration Advances. (i) Lender agrees that in the event that all or a portion of the Improvements shall be destroyed or damaged by fire, explosion, windstorm, hail or any other casualty against which insurance is required under this Security Instrument, Lender will elect to apply the insurance proceeds which remain after payment of the expenses of collection thereof as provided in Subsection I, above (called the "Proceeds" below in this Subsection), or so much thereof as is required, to restoration of the portion of the Premises damaged, as nearly as practicable to XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 8 its value, character and condition immediately prior to such XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 8 casualty (the "Restoration"), provided that all of the following conditions precedent are satisfied in full not later than ninety (90) days after the date on which the casualty loss occurs: A) no default shall have occurred and shall remain uncured following the expiration of any grace or cure period; B) all tenants having present or future possessory rights under Leases (hereinafter defined), including without limitation the tenant under the that certain Standard Industrial/Commercial Single-Tenant Lease-Net (the "Xxxxxxxxx Cort Furniture Lease") dated September 19October 25, 19971988, by and between Rose Ventures VXxxxxxx Xxxxxxxx Valley Holdings, Inc., a California corporation, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx, as Lessor, and Xxxxxxxxx Technologies USACort Furniture Rental Corporation, Inc.a New York corporation, as Lessee, the Lessor's interest thereunder having been assigned to Borrower, have agreed in a manner satisfactory to Lender that their Leases will continue in full force and effect and, if necessary, the time for taking or regaining possession of the demised premises under such Leases will be extended by the time necessary to complete the Restoration; C) all parties having operating, management or franchise interests in, and arrangements concerning, the Property have agreed that they will continue their interests and arrangements for the contract terms then in effect following the Restoration; D) all parties having commitments to provide financing with respect to the Property, to purchase Borrower's interest in full or in part in the Property or to purchase or pay the loan evidenced by the Note (collectively, "Commitment Providers") have agreed in a manner satisfactory to Lender that their commitments will continue in full force and effect and, if necessary, the expiration of such commitments will be extended by the time necessary to complete the Restoration; E) Borrower has presented evidence satisfactory to Lender, and Lender has reasonably determined, that the Restoration can be accomplished within a reasonable period of time and in any event prior to the Maturity Date (as defined in the Note); F) Borrower has delivered or caused to be delivered to Lender, and Lender has approved, complete final plans and specifications (the "Restoration Plans") for the work to be performed in connection with the Restoration (hereinafter XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 9 called the "Restoration Work") prepared and sealed by an architect (the "Architect") acceptable to Lender, with evidence satisfactory to Lender of the approval of the Restoration Plans by all Commitment Providers and by all governmental authorities and all tenants under Leases whose approval is required; G) Borrower has delivered or caused to be delivered to Lender a signed estimate approved in writing by the Architect, stating the entire cost of completing the Restoration Work; H) Borrower has entered into, and has furnished to Lender a copy of, a fixed price construction contract satisfactory to Lender, with a contractor reasonably acceptable to Lender, bonded to the extent required by Lender, for the Restoration Work; I) if Lender has determined that (i) the projected cost of the Restoration Work substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender, then Borrower has deposited with Lender funds sufficient to cover the excess cost; J) Borrower has furnished all insurance coverage required by Lender pursuant to Subsection 2.1(d)(I), above; and K) Lender has determined that it will not incur any liability to any person as a result of such use of the Proceeds. If all of the foregoing conditions have not been satisfied within the time limit specified above, then Lender may, at its option, apply such Proceeds to the indebtedness secured hereby, whether or not due, in such order and manner as Lender elects. (ii) To the extent that Lender elects to apply the Proceeds to the restoration or reconstruction of the Improvements, then disbursement of the Proceeds for Restoration or Restoration Work shall be subject to and shall be made in accordance with the customary practices of Lender governing the disbursement of construction loans. If Lender determines from time to time that (i) the estimated cost of the Restoration substantially in accordance with the Restoration Plans exceeds (ii) the available Proceeds held by Lender plus all other available funds deposited by Borrower with Lender for the purpose of the Restoration, then Borrower shall deposit additional funds with Lender to cover the excess cost before Lender shall be XXXXX/ORANGE COUNTY ASSOCIATES DEED OF TRUST PAGE 10 required to disburse any such Proceeds or other available funds XXXXX/FREMONT ASSOCIATES DEED OF TRUST PAGE 10 for Restoration costs. Any such funds provided by Borrower to cover excess costs shall be used for the costs of Restoration prior to disbursement of any of the Proceeds for such costs. (iii) Any such Proceeds and additional funds provided by Borrower which are held by Lender under this Subsection II shall be held by Lender in an account of Lender's selection until disbursed for Restoration or otherwise applied as herein provided. Lender's receipt and custody of such Proceeds or additional funds shall not constitute a repayment of any of the indebtedness secured hereby, unless and until such Proceeds or additional funds are actually applied against the indebtedness secured hereby in accordance with this Security Instrument. No disbursement of such Proceeds for Restoration costs shall constitute an advance of the loan evidenced by the Note or increase the principal amount of such loan. If surplus Proceeds remain after completion of the Restoration and payment of all costs therefor, then such surplus Proceeds shall be applied against the indebtedness secured hereby in such manner and order as Lender elects. If surplus funds then remain from additional funds provided by Borrower to cover excess costs of Restoration, then such surplus funds shall be returned to Borrower, provided that no uncured default shall exist hereunder. (iv) In any event, upon the occurrence of a default at any time, and the expiration of any applicable grace or cure period without the curing thereof, Lender may (but has no obligation to) apply all or any portion of such Proceeds or additional funds provided by Borrower in Lender's possession to the payment of the indebtedness secured hereby, whether or not due, in such order and manner as Lender elects, and/or to the cure of any default without waiving the same.