Common use of Restoration Clause in Contracts

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of any Property or Properties affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required as to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees). (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title insurance coveragefile and record the release and Lender’s reasonable attorneys’ fees). (c) Disbursements If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(a), (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be made from time of the same character as prior to time such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an amount not exceeding expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the hard Renovation Standards and soft (iv) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceRestoration, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work which budget shall be reasonably acceptable to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLender. (d) Each request for disbursement If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(b), the following provisions shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating apply: (i) the cost incurred in connection therewith, (ii) that no Event Net Proceeds shall be made available to Borrower for Restoration upon the determination of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Lender that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee following conditions are met: (i) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Properties as a result of the expected repair costoccurrence of the Casualty, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1 (a) (ii), if applicable, or (3) by other than general conditionsfunds of Borrower; (iii) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the Stated Maturity Date, as extended pursuant to Section 2.7, (2) the earliest date required for such completion under the terms of any Lease, (3) such time as may be required under applicable Legal Requirements or (4) six (6) months prior to the expiration of the insurance coverage referred to in Section 5.1.1 (a) (ii); (iv) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be of the same character as prior to such damage or destruction; (v) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Renovation Standards; (vi) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender and (vii) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration. (ii) The Net Proceeds shall be held by Lender in the Casualty and Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.4(d), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Properties which have been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to the prior approval of Lender and an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval of Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration is 50% completehas been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.4(d). (f, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) The Restoration Fund shall be held by and that all approvals necessary for the Trustee re-occupancy and shall be invested as directed by Landlord. All interest shall become a part use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration Fund. (g) At all times the undisbursed balance have been paid in full or will be paid in full out of the Restoration Fund held by Casualty Retainage; provided, however, that Lender will release the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount portion of the Net Proceeds Casualty Retainage being held with respect to any contractor, subcontractor or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum materialman engaged in the Restoration Fund as of the date upon which remains (x) the Casualty Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the Restoration Fund upon provisions of such contractor’s, subcontractor’s or materialman’s contract, (y) the completion contractor, subcontractor or materialman delivers the lien waivers and evidence of Restoration payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and (z) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

Restoration. The Restoration Fund In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall be disbursed by use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the Trustee affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the following conditions: Redevelopment Plans (a) If the cost of “Restoration will exceed the Threshold Amount, prior to commencement of the Work”). The Restoration the architects, general contractor(s), and plans and specifications for the Restoration Work by Tenant shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, commenced promptly following the Casualty and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Except as set forth below in this Section 11(b), Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the contracts terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than thirty (30) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the plans reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and specifications, (2) partial releases of Liens Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or conditional Lien waiversanother developer reasonably acceptable to Landlord, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion an estimate of the work shall, in addition, state that the work that is the subject amount of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees Insurance Proceeds that are or will become available to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Tenant in connection with such release. (e) The Trustee shall retain the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a commercially reasonable retainage amount (but in no event less than 5% substantial portion of the expected repair costProperty is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, other than general conditionsthen, until unless and except if Landlord agrees to fund such shortfall in connection with the Restoration is 50% complete). (f) The Restoration Fund Work, Tenant shall be held by have the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxxright, at its option, shall be not less than the cost to terminate this Lease, it being expressly acknowledged and agreed that all of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added obligations hereunder with respect to the Restoration Fund or Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund at its own expense the costs shortfall. Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such Restoration until notice, this Lease shall terminate on the remaining Restoration Fund is sufficient for the completion last day of the Restorationmonth immediately following the month in which Tenant delivered such notice to Landlord. Any sum In the event that Tenant timely notifies Landlord that it elects to terminate this Lease in accordance with the Restoration Fund terms of this Section 11, then, notwithstanding anything contained in this Section to the contrary, any Insurance Proceeds which remains Tenant has received or is entitled to receive in connection with the Restoration Fund upon Casualty, which pertain in whole or in part to the completion Property (excluding any portion of Restoration with respect the Insurance Proceeds that relate to a casualty the personal property of Tenant), shall be paid to Landlord on or prior to the date on which this Lease so terminates (or within ten (10) days following Tenant; ’s receipt of such Insurance Proceeds, to the extent not received by Tenant prior to such date of termination). Notwithstanding any portion other provision of a Net Award remaining after completion this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall not be entitled to any abatement or other reduction of Restoration Rent in connection with respect such event or the period during which Tenant or any occupants of the Property are unable to a Taking utilize the Property for their intended uses. The terms of this Section 11 shall be paid to Landlordsurvive the expiration or earlier termination of this Lease.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration with respect to any Leased Property will exceed the Threshold AmountAmount therefor, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, ; and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no continuing Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded (provided, however, that no release or for which Tenant bond shall fail be required in the event that the title company shall have committed to provide affirmative title insurance coverageinsure over such lien). (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1i) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2ii) partial releases of Liens or conditional Lien waiversliens, and (3iii) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) stating that no Event of Default exists and that no mechanics’ or materialmen’s Liens liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; expense and the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx Landlord agrees to promptly give if Xxxxxx Tenant has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, Restoration Fund until the Restoration is at least fifty percent (50% %) complete), and thereafter five percent (5%) until the Restoration is substantially complete. (f) The Restoration Fund shall be held by the Trustee and shall be invested in Permitted Investments, as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by XxxxxxTenant, at its option, shall be not less than the estimated cost of completing the Restoration, free and clear of all Liens. However, notwithstanding anything to the contrary contained in this Lease, at no time shall Tenant be required to pay any amounts into the Restoration Fund, including, without limitation, any deductibles under any insurance policies so long as the Restoration Fund remains In Balance. The Restoration Fund shall be deemed to be “In Balance” only at such time, and from time to time, that the remaining amount of the Restoration Fund equals or exceeds the cost of completing the Restoration, free and clear of Liens (as reasonably estimated by XxxxxxTenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor). In lieu of making any payments into the Restoration Fund, free and clear Tenant may contribute funds directly toward the cost of all Liensthe Restoration in order to bring the Restoration Fund In Balance. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or Proceeds, the Net Award, as applicable, Restoration Award and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationIn Balance. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If there is a partial taking of any Leased Property and the subject Lease remains in full force and effect pursuant to Section 11.02, Landlord shall be disbursed by furnish to Tenant the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement amount of the Restoration Award payable to Landlord, as provided herein, in order for Tenant to accomplish all necessary restoration. If Tenant receives an Award under Section 11.05, Tenant shall repair or restore any Tenant Improvements up to but not exceeding the architectsamount of the Award payable to Tenant therefor. Before beginning such restoration, general contractor(s)or letting any contracts in connection with such restoration, Tenant will submit for Landlord's approval, which approval Landlord will not unreasonably withhold or delay, complete and detailed plans and specifications for the Restoration shall be approved by such restoration. Promptly after receiving Landlord, which 's approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases Tenant will begin such restoration and will prosecute the repairs and rebuilding to completion with diligence, subject, however, to strikes, lockouts, acts of Liens or conditional Lien waiversGod, embargoes, governmental restrictions, and other causes beyond Tenant's reasonable control. Landlord will make available to Tenant the net proceeds of any Award paid to Landlord for such restoration, after deduction of any costs of collection, including attorneys' fees. Payment will be made against properly certified vouchers of a competent architect in charge of the work and approved by Landlord. Prior to commencing the restoration, Tenant shall deliver to Landlord for Landlord's approval a schedule setting forth the estimated monthly draws for such work. Landlord may, however, withhold ten percent (310%) other reasonable evidence from each payment until the work of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that restoration is completed in place and proof has been furnished to Landlord that no lien or delivered liability has attached or will attach to the site Leased Property or to Landlord in connection with such restoration. Upon the completion of restoration and the furnishing of such proof, the balance of the Award will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the Leased Property is reoccupied for any purpose. Tenant shall complete such restoration free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials mechanic's or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedliens, and (iii) that Tenant has not previously received payment for such work in accordance with the building codes and all applicable laws, ordinances, regulations, or expense; orders of any state, municipal, or other public authority affecting the certificate to be delivered by Tenant upon completion restoration, and also in accordance with all requirements of the work shallinsurance rating organization, in addition, state that the work that is the subject or similar body. Any remaining proceeds of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving Award after such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaserestoration will be Tenant's property. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountAncillary Space is damaged by fire or other casualty, prior to commencement or if either of the Restoration Ancillary Buildings is damaged such that Tenant is deprived of reasonable access to or the architectsability to use the Ancillary Space, general contractor(s)Tenant shall give prompt notice to Landlord, and plans the core and specifications for shell of the Restoration Ancillary Building(s) or such access shall be approved repaired by Landlord, at its expense, to substantially the condition of the core and shell of the Ancillary Building(s) or such access prior to such damage, subject to the provisions of any Mortgage or Superior Lease, but Landlord shall have no obligation to repair or restore Tenant’s Property or any Ancillary Space Alterations or other improvements to the Ancillary Space, all of which approval shall not be unreasonably withheld or delayed, and which approval shall be granted restored by Tenant at its expense. So long as no Event of Default shall have occurred and be continuing, then until such time as Landlord shall substantially complete the core and shell work on the Ancillary Building or Buildings which are the subject of such fire or other casualty plus such additional time as may be reasonably required by Tenant to restore the Ancillary Space Alterations that were damaged by such fire or other casualty Fixed Rent, Tenant’s Tax Payment and, if the Retail Space is affected, Tenant’s Retail Operating Expense Payment, shall be abated with respect to such portion of the Ancillary Space as was damaged by such fire or other casualty; provided, however, that in all events such abatement shall terminate when Tenant reoccupies the portion of the Ancillary Space damaged by such fire or casualty for the conduct of its business. To the extent that the plans and specifications depict a Restoration which is substantially similar of any Tenant Delay in restoring Ancillary Space Alterations, Tenant’s rent abatement with respect to the Improvements and Equipment which existed prior to the occurrence such portion of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent Ancillary Space shall be reduced by one day for variations to the Improvements required as a result each such day of current zoning and building code requirementsTenant Delay. (b) At If the time Music Hall is damaged by fire or other casualty, Tenant shall give prompt notice to Landlord, and Landlord, at its expense, shall, subject to Section 14.2, rebuild the same to substantially its condition prior to the damage to the extent commercially practicable given the unique and landmark nature of the Music Hall, subject to the provisions of any disbursementMortgage or Superior Lease, but Landlord shall have no obligation to repair or restore Tenant’s Property and, at Landlord’s request, Tenant shall, at its expense, promptly remove Tenant’s Property from the Music Hall in order to facilitate the completion of Landlord’s restoration work. To the extent that restoration of the Music Hall to substantially its condition prior to the damage is impracticable, Landlord shall consult with Tenant regarding the Music Hall restoration plans for the purpose of assuring that such restoration is in keeping with the quality and character of the Music Hall as it exists on the Execution Date, subject to commercial practicability. So long as no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from is continuing, then until such time to time in an amount not exceeding as the hard and soft cost restoration of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement Music Hall has been substantially completed completed, Tenant’s Fixed Rent and complies with Tenant’s Tax Payment shall be abated; provided, however, that to the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all extent restoration of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain Music Hall is delayed by reason of a commercially reasonable retainage amount (but in no event less than 5% of the expected repair costTenant Delay, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund Tenant’s rent abatement hereunder shall be held reduced by the Trustee and shall be invested as directed by Landlord. All interest shall become a part one day for each such day of the Restoration FundTenant Delay. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined Lease Term the Premises are damaged by a contractor fire or architect mutually selected other casualty, Landlord shall notify Tenant within 60 days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord's notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 0 xxxths or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, exceeds subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Tenant shall pay to Landlord with respect to any damage to the Premises the amount of the Net Proceeds or commercially reasonable deductible under Landlord's insurance policy (currently $10,000) within 10 days after presentment of Landlord's invoice. If the Net Awarddamage involves the premises of other tenants, Tenant shall pay the portion of the deductible that the cost of the restoration of the Premises bears to the total cost of restoration, as applicabledetermined by Landlord. Base Rent and Operating Expenses shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, waives any right to terminate the amount Lease by reason of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund damage or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordloss.

Restoration. The Restoration Fund If the Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of reasonable access to the Premises, Tenant shall give prompt notice to Landlord, and the damage shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved repaired by Landlord, which approval shall not be unreasonably withheld or delayedat its expense, and which approval shall be granted to substantially the extent same condition that the plans and specifications depict a Restoration which is substantially similar Premises were in on the date the Premises were delivered to Tenant, and, for the Improvements and Equipment which existed Building, the condition existing prior to the occurrence of the casualty or Takingdamage, whichever is applicable. Landlord will not withhold its consent for variations subject to the Improvements required as a result of current zoning and building code requirements. (b) At the time provisions of any disbursementMortgage or Superior Lease, no Event of Default shall exist and no mechanics’ or materialmen’s Liens but Landlord shall have been filed and remain undischarged no obligation to repair or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating restore (i) the cost incurred in connection therewithTenant’s Property, or (ii) Tenant’s Alterations. Landlord shall promptly commence the repair, restoration or rebuilding thereof within ninety (90) days after such damage (subject to delays in the adjustment of insurance and Unavoidable Delays) and shall diligently pursue the Substantial Completion of such restoration, repair or rebuilding (subject to delays in the adjustment of insurance and Unavoidable Delays). Landlord shall promptly and diligently seek adjustment of any insurance proceeds available after any casualty. If the fire or other casualty, or the repair, restoration or rebuilding required by Landlord shall render the Premises untenantable in whole or in part, or inaccessible, then Rent shall proportionally xxxxx from the date when the damage occurred until the date on which Landlord substantially completes its restoration work in the Premises or the Premises are accessible, which proportional abatement shall be computed on the basis that no Event the Rentable Square Feet of Default exists the portion of the Premises rendered untenantable (or inaccessible) and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered occupied by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant bears to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum aggregate Rentable Square Feet in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordPremises.

Restoration. The Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under the Mortgage Loan Agreement in connection with the Restoration Fund of any Individual Property after a Casualty or Condemnation. In addition, Borrower shall not permit Mortgage Borrower to take any action under Section 7.4 of the Mortgage Loan Agreement that requires Mortgage Lender’s consent without Borrower first obtaining Lender’s consent (it being agreed that if Mortgage Lender agrees to act reasonably under such Section 7.4, then Lender shall be disbursed by reasonable hereunder with respect to such consent rights). Notwithstanding anything to the Trustee contrary contained in accordance with this Agreement, if at any time and for any reason the following conditions: Mortgage Loan Restoration Provisions cease to exist or are waived or modified in any material respect (ain each case, including, without limitation, due to any waiver, amendment or refinance) If (such provisions, the cost of “Waived Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(sProvisions”), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that permitted to do so pursuant to the plans and specifications depict a Mortgage Loan Documents (if applicable), Borrower shall promptly (i) notify Lender of the same, (ii) execute any amendments to this Agreement and/or the Loan Documents implementing the Waived Restoration which is Provisions as may be reasonably required by Lender (provided such amendments are substantially similar to the Improvements and Equipment which existed prior provisions set forth in the Mortgage Loan Agreement relating to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations same) and shall cause Mortgage Borrower to acknowledge and agree to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, same and (iii) that Tenant has not previously received payment for such work or expense; the certificate remit to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. Lender (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (gcause Mortgage Borrower to remit to Lender) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant related to the Trustee to be added to the Waived Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordProvisions.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the Building of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless: (i) Landlord reasonably determines that the cost of Restoration will repair would exceed the Threshold Amount, prior to commencement ten percent (10%) of the Restoration full replacement cost of the architectsBuilding (“Replacement Cost”) and the damage is not covered by Landlord’s fire and extended coverage insurance (or by a normal extended coverage policy should Landlord fail to carry that insurance); or (ii) Landlord reasonably determines that the cost of repair would exceed twenty-five percent (25%) of the Replacement Cost; or (iii) Landlord reasonably determines that the cost of repair would exceed ten percent (10%) of the Replacement Cost and the damage occurs during the final twelve (12) months of the Term. Should Landlord elect not to repair the damage for one of the preceding reasons, general contractor(sLandlord shall so notify Tenant in the “Casualty Notice” (as defined below), and plans and specifications for the Restoration this Lease shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence terminate as of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result date of current zoning and building code requirementsdelivery of that notice. (b) At As soon as reasonably practicable following the time casualty event but not later than sixty (60) days thereafter, Landlord shall notify Tenant in writing (“Casualty Notice”) of any disbursementLandlord’s election, no Event if applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds two hundred seventy (270) days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which the Premises, then Tenant shall fail may elect to provide affirmative title insurance coverageterminate this Lease by written notice to Landlord within ten (10) days following delivery of the Casualty Notice. (c) Disbursements To the extent and for the period that Landlord is entitled to reimbursement from the proceeds of rental interruption insurance carried by Landlord as part of Operating Expenses, the rental to be paid under this Lease shall be made abated in the same proportion that the floor area of the Premises that is rendered unusable by the damage from time to time in an amount not exceeding bears to the hard and soft cost total floor area of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsPremises. (d) Each request for disbursement Notwithstanding the provisions of subsections (a), (b) and (c) of this Section, but subject to Section 10.5, the cost of any repairs shall be sent borne by Tenant, and Tenant shall not be entitled to Landlord and rental abatement or termination rights, if the damage is due to the Trustee, accompanied by a certificate fault or neglect of Tenant describing or its employees, subtenants, contractors, invitees or representatives. In addition, the workprovisions of this Section shall not be deemed to require Landlord to repair any Tenant Installations, materials or fixtures and other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) items that Tenant has not previously received payment for such work is obligated to insure pursuant to Exhibit D or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements any other provision of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund (i) Upon the occurrence of a Casualty, unless this Lease is terminated pursuant to Section 12(c), Tenant shall proceed, at its sole cost and expense and with commercially reasonable diligence, to carry out or cause to be carried out any necessary demolition and debris removal and to repair, restore, replace or rebuild the Improvements as nearly as reasonably practical to their condition, quality and character immediately prior to such damage or destruction, with such changes or alterations as may be approved by Landlord or as may be required by Governmental Authority (the “Restoration”). (ii) All insurance proceeds shall be disbursed applied first to reimburse Tenant for the necessary and proper expenses paid or incurred by Tenant in the Trustee adjustment and collection of the insurance proceeds (including, without limitation reasonable attorneys’ fees and disbursements) (the “Net Insurance Proceeds”). The balance remaining shall be paid and applied in accordance with the following conditions: (a) If provisions of this Section 12(b). In the cost event of Restoration will exceed a Casualty resulting in damage to the Threshold AmountImprovements of less than $2,000,000.00, prior the Net Insurance Proceeds shall be paid directly to commencement Tenant and used by Tenant to pay the costs of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or TakingImprovements, whichever is applicable. Landlord will not withhold its consent for variations subject to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts provisions of this Section 12(b) and any Leasehold Mortgage. In the plans and specifications, (2) partial releases event of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed a Casualty resulting in place or delivered damage to the site and free and clear Improvements of mechanics’ Lien claims. (d) Each request for disbursement $2,000,000.00 or more, the Net Insurance Proceeds shall be sent by Tenant to Landlord and paid to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating Insurance Depository (ias hereinafter defined) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be held, invested as directed by Landlordand disbursed, subject to and in accordance with the provisions of this Section 12(b) and any leasehold mortgage. All interest The “Insurance Depository” shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually mean an institutional lender jointly selected by Landlord and Tenant, exceeds Tenant (or if the amount provisions of the Net Proceeds or the Net Awardany leasehold mortgage so provide, as applicable, selected by the holder of any Leasehold Mortgage (and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, may be the amount of such excess shall be paid by Tenant Leasehold Mortgagee)) to perform the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordfunctions described herein.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, if the estimated cost Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of Restorationsuch damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as reasonably applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible not in excess of commercially reasonable amounts to be treated as a current Operating Expense (and the determination of whether a deductible amount is commercially reasonable shall be determined with reference to the deductible amounts then being maintained by a contractor other institutional owners of comparable projects), promptly restore the Premises (excluding the improvements installed by Tenant or architect mutually selected by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, exceeds at its expense, shall promptly perform, subject to delays arising from the amount collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Net Proceeds or Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the Net Award, as applicable, and date that Landlord provides Tenant Insurance Payment with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, eitherin the proportion which the area of the Premises, at if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s option and determination, the amount of such excess business. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any and all damage to, or destruction of, all or any part of the Premises, or any other portion of a Net Award remaining after completion the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of Restoration the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined Lease Term the Premises are damaged by a contractor fire or architect mutually selected other casualty, Landlord shall notify Tenant within 60 days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 6 months, either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord’s notice. If neither party elects to terminate this Lease or if Landlord estimates that restoration will xxxx 0 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the improvements installed by Tenant or by Landlord and paid by Tenant, exceeds subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant at Tenant’s expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events (as defined in Paragraph 33), all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Base Rent and Operating Expenses shall be abated for the period of repair and restoration commencing on the date of such casualty event in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. Notwithstanding anything contained in the Lease to the contrary, to the extent the damage to the Project is attributable to Tenant, Tenant shall pay to Landlord with respect to any damage to the Project an amount of the Net Proceeds or the Net Awardcommercially reasonable deductible under Landlord’s insurance policy, as applicablenot to exceed $10,000.00, and Tenant Insurance Payment available for such Restoration, either, at Tenantwithin 30 days after presentment of Landlord’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordinvoice.

Restoration. The Restoration Fund If a fire or other casualty occurs on the Premises during the Term, Tenant shall be disbursed by promptly undertake to determine the Trustee extent of the same and the estimated cost and time to perform repairs, restoration, replacement or alterations of the applicable portions of the Premises in accordance with the following conditions: provisions of this Lease. Tenant shall notify Landlord of Xxxxxx’s estimation of such cost and time as soon as reasonably practicable, but in no event later than sixty (a60) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to days after the occurrence of the fire or other casualty. If the Premises, or any part thereof, is damaged by fire or other casualty during the Term and this Lease is not terminated pursuant to section 11.2, Tenant shall repair such damage and restore the Premises (including, if Tenant desires, as determined at Tenant’s sole discretion, any alterations, additions, fixtures or Takingimprovements made by Tenant) to substantially the same condition in which the Premises existed before the occurrence of such fire or other casualty and this Lease shall, whichever subject to this section 11.1, remain in full force and effect. Tenant shall not be required to repair or replace any or all of Tenant’s movable furniture, equipment, trade fixtures and personal property. If such fire or other casualty damages the Premises or common areas of the Property necessary for Tenant’s use and occupancy of the Premises and if such damage is applicablenot the result of the negligence or willful misconduct of Tenant or Tenant’s agents, employees, contractors, licensees or invitees, then, during the period the Premises is rendered unusable by such damage, Tenant shall be entitled to a reduction in Base Rent in the proportion that the area of the Premises rendered unusable by such damage bears to the total area of the Premises. Landlord will shall not withhold its consent be obligated to repair any damage to, or to make any replacement of, the Premises or any part thereof, or any of Tenant’s movable furniture, equipment, trade fixtures or personal property in the Premises. If there are proceeds of insurance in excess of that required to repair or replace the Premises as required by this section 11.1, upon receipt by Landlord of satisfactory evidence that the repair work required under this section 11.1 has been fully completed and paid for variations to and that the Improvements required as a result of current zoning and building code requirements. (b) At the time of last day for filing any disbursement, no Event of Default shall exist and no mechanics’ mechanic’s or materialmen’s Liens shall have liens has passed without the filing of any, or if filed, any such lien has been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title released, any remaining amount of such proceeds of insurance coverage. (c) Disbursements shall be made from time paid to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount as their respective interests may appear. If a fire or other casualty occurs, there is a substantial possibility that immediate emergency repairs will be required to BE 543 154 EUL Final 120511 SAA2 – 402658 eliminate defective or dangerous conditions and to comply with Applicable Laws or Environmental Law pending settlement of the Net Proceeds or the Net Award, as applicable, insurance claims and Tenant Insurance Payment available prior to procuring bids for such Restoration, either, at Tenant’s option and determination, the amount performance of such excess shall be paid by Tenant repair work. Notwithstanding any provision of this Article 11 to the Trustee to be added to the Restoration Fund or contrary, Tenant shall fund at its own expense promptly undertake such emergency repair work after a fire or other casualty as is necessary or appropriate under the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration circumstances to eliminate defective or dangerous conditions and to comply with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordApplicable Laws or Environmental Law.

Restoration. The (a) If any Net Award is in excess of the Threshold Amount, Landlord (or Lender if required by any Loan Documents) shall hold the Net Award in a fund (the "Restoration Fund") and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of restoration, (A) the Restoration the architects, general contractor(s), and plans and specifications and a budget for the Restoration restoration shall be have been approved by Landlord, (B) if the Net Award is less than the amount set forth on the full cost budget for the restoration of the applicable Related Premises (which approval budget has been approved by Landlord), Landlord and Lender shall not be unreasonably withheld or delayedprovided with mechanics' lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Landlord, and which approval shall be granted name Landlord and Lender as additional dual obligees, and (C) to the extent that the plans permitted by applicable Law, appropriate waivers of mechanics' and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty materialmen's liens shall have been filed or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.obtained; (bii) At at the time of any disbursement, no Event of Default shall exist and no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and against the applicable Related Premises being restored that remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.undischarged; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates ' certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens with respect to work paid to date, (C) contractors' and subcontractors' sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien ' and materialmen's lien claims.; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by a duly authorized officer of Tenant, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by until the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liensrestoration is fully completed. (hvi) In additionIf the Restoration Fund is held by Landlord, prior the Restoration Fund shall not be commingled with Landlord's other funds and shall bear interest (in a money-market or similar type account having appropriate liquidity) at the then available rate; and (vii) such other reasonable and customary conditions as Landlord or Lender may impose, so long as such conditions are consistent with those being required by prudent lenders or investors for similar properties under similar circumstances. (b) Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant. (c) If any sum remains in the Restoration with respect Fund after completion of the restoration and any refund to a casualty Tenant pursuant to Paragraph 19(b), such sum shall be paid by Landlord to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall be disbursed by use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the Trustee affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the following conditions: Redevelopment Plans (a) If the cost of “Restoration will exceed the Threshold Amount, prior to commencement of the Work”). The Restoration the architects, general contractor(s), and plans and specifications for the Restoration Work by Tenant shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, commenced promptly following the Casualty and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the contracts terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than sixty (60) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the plans reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and specifications, (2) partial releases of Liens Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or conditional Lien waiversanother developer reasonably acceptable to Landlord, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion an estimate of the work shall, in addition, state that the work that is the subject amount of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees Insurance Proceeds that are or will become available to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Tenant in connection with such release. (e) The Trustee shall retain the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a commercially reasonable retainage amount (but in no event less than 5% substantial portion of the expected repair costProperty is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, other than general conditionsthen, until unless and except if Landlord agrees to fund such shortfall in connection with the Restoration is 50% complete). (f) The Restoration Fund Work, Tenant shall be held by have the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxxright, at its option, shall be not less than the cost to terminate this Lease, it being expressly acknowledged and agreed that all of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added obligations hereunder with respect to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid Work are subject to Tenant; ’s receipt of Insurance Proceeds therefor and payment by Landlord of any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.shortfall

Restoration. The Restoration Fund Landlord and Tenant acknowledge that Tenant’s obligations with respect to any removal of Tenant Improvements and related restoration and repair of the Premises are governed by that certain work letter attached hereto as Exhibit B (the “Work Letter”). In connection with its approval of any Alterations (other than the Tenant Improvements), Landlord shall, within fifteen (15) business days after Tenant’s specific written request made at the time Tenant requests Landlord’s approval of such Alterations (any such specific request by Tenant, a “Removal Determination Request”), but subject to the provisions below, expressly designate in writing which Alterations or components of Alterations may remain in the Premises upon the expiration or sooner termination of this Lease. If Landlord does not expressly indicate that any portion or component of the Alterations described in the Removal Determination Request may remain, then Landlord may require that such portion of component of the Alterations be removed from the Premises at the expiration or earlier termination of the Lease Term; provided, however, that if Landlord fails to respond to a Removal Determination Request within such 15 business day period) then Tenant may send a subsequent written notice to Landlord renewing the Removal Determination Request, and if Landlord fails to respond to the subsequent Removal Determination Request within an additional 5 business day period (but has otherwise approved the Alterations pursuant to Paragraph 7(a)), then such Alterations may remain in the Premises upon the expiration or sooner termination of this Lease, provided that the second Removal Determination Request expressly notes in capitalized, boldfaced language that Landlord’s failure to respond will mean Landlord has waived its right to request removal of all such Alterations. Without limiting Landlord’s right to require removal of any Alterations (including Permitted Alterations), in Landlord’s sole discretion, Landlord shall be disbursed by the Trustee entitled to require removal of Alterations that, in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountLandlord’s judgment, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) are non‑standard office improvements that are not consistent with other upscale professional services office space within comparable Class A office buildings in the cost incurred in connection therewithStanford Research Park and University Circle, (ii) that no Event affect the structure of Default exists and no mechanics’ the Building or materialmen’s Liens shall have been filed and remain undischarged the Building Systems; or unbonded, and (iii) that Tenant has not previously received payment for such work would have no value, or expense; would have negative value, to a future tenant. Without limiting the certificate to be delivered foregoing, Landlord may require removal of Tenant’s signage, electrical or telecommunications risers and conduits, cables and lines installed by Tenant upon completion or on behalf of Tenant, raised flooring, heat pumps, supplemental air conditioning equipment, UPS systems, rolling files or storage units and any accompanying structural steel reinforcements at the expiration or earlier termination of the work shallLease Term. Any obligation of Tenant to remove Alterations pursuant to this Paragraph 7(d) shall also require Tenant to repair any damage resulting to the Premises in connection with the removal of such Alterations. For avoidance of doubt, Tenant shall not be obligated to remove any Landlord-approved Tenant Improvements or Alterations from the Premises at the expiration of the Lease Term that Landlord has specifically designated in additionwriting may remain in the Premises pursuant to this Paragraph 7(d) or Paragraph 2(d) of the Work Letter, state or that the work that is are the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall a second Removal Determination Request to which Landlord does not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaserespond within 5 business days. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Fund Period”). If the Restoration Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless Landlord so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as an Operating Expense subject to the provisions of Section 5), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be disbursed relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Notwithstanding the Trustee in accordance with foregoing, if a portion of the following conditions: (a) If Project not including the cost of Premises is damaged, Landlord may not terminate this Lease on the basis that the Restoration Period will exceed the Threshold AmountMaximum Restoration Period if Landlord elects to merely repair the damage rather than redevelop or improve the Project as a whole, prior to commencement and Landlord actually commences construction of the repair of such damage. The Restoration Period and the architects, general contractor(s), and plans and specifications for the Maximum Restoration shall be approved by Landlord, which approval Period shall not be unreasonably withheld or delayed, and which approval shall be granted extended by Force Majeure. In the event that the Lease terminates pursuant to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence provisions of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required this Section 18 as a result of current zoning and building code requirements. (b) At the time of any disbursementan earthquake, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail not be required to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost pay any deductibles as part of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Operating Expenses in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlordearthquake. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, eithermay, at Tenant’s option option, promptly re-enter the Premises and determinationcommence doing business in accordance with this Lease upon Landlord’s completion of all repairs or restoration required to be done, by Landlord pursuant to this Section 18; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the amount Premises) continue to be responsible for all of its obligations under this Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such excess damage, or if insurance proceeds are not available for such restoration. Rent shall be paid abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the Trustee to be added to total area of the Restoration Fund or Premises, unless Landlord provides Tenant shall fund at its own expense with other space in the costs Project during the period of such Restoration until the remaining Restoration Fund repair that is sufficient suitable for the completion temporary conduct of Tenant’s business. Such abatement shall be the Restorationsole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion The provisions of Restoration this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a casualty shall be paid to Tenant; any and all damage to, or destruction of, all or any part of the Premises, or any other portion of a Net Award remaining after completion the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of Restoration the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund If, at any time during the Term, any portion of the Building shall be disbursed damaged or destroyed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld a fire or delayed, and which approval shall be granted other casualty to the extent that the plans and specifications depict operation of Tenant’s business in the Premises in the normal course is materially adversely affected or if any portion of the Premises are damaged or destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Building or the Premises, as applicable (“Restoration Period”). If the Restoration Period is estimated to exceed 270 days (“Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises to their condition on the date of Delivery (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant unless covered by the insurance Landlord maintains as an Operating Expense hereunder, in which is substantially similar case such improvements shall be included, to the Improvements extent of such insurance proceeds, in Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and Equipment restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials in, on, or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which existed event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 30 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to the occurrence of the casualty such election by Landlord or TakingTenant, whichever is applicable. Landlord will not withhold its consent for variations subject to the Improvements required as a result of current zoning and building code requirements. (b) At abatement set forth in the time of paragraph below. Landlord’s right to perform any disbursement, no Event of Default shall exist and no mechanics’ such repair or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail restoration in the Premises pursuant to provide affirmative title insurance coverage. (c) Disbursements this Section 18 shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner performed in accordance with the contracts and access restrictions set forth in Section 32 below. Tenant, at its expense, shall promptly perform, subject to delays arising from the plans and specificationscollection of insurance proceeds, from Force Majeure (2as defined in Section 34) partial releases of Liens events or conditional Lien waiversto obtain Hazardous Material Clearances, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time all repairs or restoration not required to time are represented be done by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to shall promptly reenter the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested Premises and stating (i) the cost incurred commence doing business in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmenaccordance with this Lease upon Landlord’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shallrepairs or restoration of the Premises. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in addition, state the proportion that the work area of the Premises, if any, that is not usable by Tenant bears to the subject total area of the request Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for disbursement has been substantially completed and complies with the applicable requirements temporary conduct of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after LandlordTenant’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, business as reasonably determined by a contractor Tenant. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate this Lease by reason of damage or architect mutually selected by casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any and all damage to, or destruction of, all or any part of the Premises, or any other portion of a Net Award remaining after completion the Project, and any statute or regulation that is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of Restoration the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of Restoration will exceed reasonable access to the Threshold AmountPremises, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration damage shall be approved repaired by Landlord, which approval to substantially the condition of the Premises prior to the damage, subject to the provisions of any Mortgage or Superior Lease, but Landlord shall not be unreasonably withheld have no obligation to repair or delayedrestore (i) Tenant’s Property or (ii) except as provided in Section 11.3(b), and which approval shall be granted any Alterations or improvements to the Premises to the extent that such Alterations or improvements exceed Building Standard Installations (“Above Building Standard Installations”). So long as Tenant is not in default beyond applicable grace or notice provisions in the plans payment or performance of its obligations under this Section 11.3, and specifications depict a provided Tenant timely delivers to Landlord either Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Above Building Standard Installations, then until the restoration of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced in the proportion by which the area of the part of the Premises which is substantially similar not usable (or accessible ) and is not used by Tenant bears to the Improvements and Equipment which existed prior to the occurrence total area of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsPremises. (b) At As a condition precedent to Landlord’s obligation to repair or restore any Above Building Standard Installations, Tenant shall (i) pay to Landlord upon demand a sum (“Tenant’s Restoration Payment”) equal to the time amount, if any, by which (A) the cost, as estimated by a reputable independent contractor designated by Landlord, of any disbursementrepairing and restoring all Alterations and Initial Installations in the Premises to their condition prior to the damage, no Event exceeds (B) the cost of Default shall exist restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security (the “Restoration Security”) in form and no mechanics’ or materialmenamount reasonably acceptable to Landlord to secure Tenant’s Liens shall have been filed and remain undischarged or unbonded or for which obligation to pay all costs in excess of restoring the Premises with Building Standard Installations. If Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time deliver to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of Landlord either (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens Tenant’s Restoration Payment or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net AwardSecurity, as applicable, or (2) a waiver by Tenant, in form satisfactory to Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building Standard Installations, in either case within 15 days after Landlord’s demand therefor, Landlord shall have no obligation to restore any Above Building Standard Installations and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option abatement of Fixed Rent, Tenant’s Tax Payment and determination, Tenant’s Operating Payment shall cease when the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion restoration of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; Premises (other than any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordAbove Building Standard Installations) is Substantially Complete.

Restoration. The Restoration Fund i. Grantee shall not open, disturb, or obstruct any more of the Property than is reasonably necessary and shall not allow any portion of the Property so disturbed or obstructed by it to remain open, disturbed, or obstructed for a longer period of time than shall be disbursed by reasonably necessary. After the Trustee in accordance with construction and installation of any portion the following conditions: (a) If Improvements is completed, Grantee shall, at its cost, repair and return the cost of Restoration will exceed the Threshold Amount, prior Property to commencement a condition to a minimum of the Restoration same or similar condition existing before the architectsstart of the construction and installation. Grantee shall be responsible for any damage to street pavements, general contractor(sexisting utilities, curbs, gutters, sand dunes, vegetation, landscaping, grounds, walkways, sidewalks and any other structures or improvements on the Property due to Grantee’s construction and installation of the Improvements (the “Damaged Property”), and plans and specifications for the Restoration shall be approved by Landlordrepair, which approval shall not be unreasonably withheld or delayedreplace, and which approval shall be granted restore in-kind, the said Damaged Property at its sole expense within thirty (30) days after the construction and installation is completed, subject to extension as provided in the Agreement . If Grantee fails to repair, replace, and restore said Damaged Property to the extent that the plans and specifications depict a Restoration which is substantially similar reasonable satisfaction of Grantor, after thirty (30) days’ written notice given by Grantor to the Improvements and Equipment which existed prior Grantee, Grantor may cause such necessary repairs to the occurrence of the casualty or Taking, whichever is applicablebe made. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and All out-of-pocket costs incurred since the last disbursement upon receipt by Grantor, as well as reasonable, direct charges for Grantor’s employee labor and use of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmenGrantor’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its optionequipment, shall be not less than charged against Grantee and payable within ten (10) business days or may be collected by exercising the cost right to draw on letters of completing the Restoration (credit. Grantor may collect such costs, and any expenses and reasonable attorney fees incurred in collecting such costs, as reasonably estimated debts owed to Grantor, by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, bringing action in reasonable detail, promptly after Landlord’s request therefor), free and clear any court of all Lienscompetent jurisdiction or in any manner allowed by law. (h) In additionii. If weather or other conditions do not permit the complete restoration required by this Agreement, prior Grantee shall temporarily restore the Damaged Property to commencement the reasonable satisfaction of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess Grantor. Such temporary restoration shall be paid by Tenant to at Grantee’s sole expense and Grantee shall promptly undertake and complete the Trustee to be added to required permanent restoration when the Restoration Fund weather or Tenant shall fund at its own expense the costs of other conditions no longer prevent such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordpermanent restoration.

Restoration. The Borrower shall restore and repair (or shall cause the restoration and repair of) the Property or any part thereof now or hereafter damaged or destroyed by any Casualty or affected by any Taking; provided, however, that if the Casualty is not insured against or insurable, Borrower shall so restore and repair even though no Insurance Proceeds are received. Notwithstanding anything to the contrary set forth in Section 12.7, Lender agrees that Lender shall make the Net Restoration Fund Proceeds (other than business interruption insurance proceeds, which shall be held and disbursed as provided in Section 12.7) available to Borrower for Borrower’s restoration and repair of the Property affected by the Trustee in accordance with Casualty or Taking (a “Restoration”), as applicable, on the following terms and subject to Borrower’s satisfaction of the following conditions; provided, that Lender shall have the right to waive any of the following conditions in its sole and absolute discretion: (a) If At the cost time of Restoration will exceed such Casualty or Taking, as applicable, and at all times thereafter there shall exist no Default; (b) The Property affected by the Threshold AmountCasualty or Taking, as applicable, shall be capable of being restored (including replacements) to substantially the same condition, utility, quality and character, as existed immediately prior to commencement such Casualty or Taking, as applicable, in all material respects with a fair market value and projected cash flow of the Restoration Property equal to or greater than prior to such Casualty or Taking, as applicable; (c) Borrower shall demonstrate to Lender’s reasonable satisfaction Borrower’s ability to make the architectsscheduled payments due under the Loan coming due during such repair or restoration period (after taking into account proceeds from business interruption insurance carried by Borrower); (i) in the event of a Casualty, general contractor(sless than thirty percent (30%) of each of (1) the fair market value of the Property and (2) the rentable area of the Property has been damaged, destroyed or rendered unusable as a result of a Casualty or (ii) in the event of a Taking, less than fifteen percent (15%) of each of (1) the fair market value of the Property and (2) the rentable area of the Property is taken, no material portion of the Improvements is located on such land and such Taking does not materially impair the existing access to the Property. In this clause (d), the fair market value shall be reasonably determined by Lender, provided, however, if Borrower reasonably objects to Lender’s determination of fair market value, the fair market value shall be determined by an appraisal reasonably acceptable to Borrower and Lender; (e) Borrower shall have provided to Lender all of the following, and collaterally assigned the same to Lender pursuant to assignment documents reasonably acceptable to Lender: (i) an architect’s contract with an architect reasonably acceptable to Lender and complete plans and specifications for the Restoration of the Property lost or damaged to the condition, utility and value required by Section 12.8(b); (ii) fixed-price or guaranteed maximum cost construction contracts with contractors reasonably acceptable to Lender for completion of the Restoration work in accordance with the aforementioned plans and specifications; (iii) such additional funds (if any) as are necessary from time to time, in Lender’s reasonable opinion, to complete the Restoration (which funds shall be approved held by Landlord, which approval shall not be unreasonably withheld or delayed, Lender as additional collateral securing the Loan and which approval shall be granted disbursed, if at all, pursuant to this Article 12); and (iv) copies of all permits and licenses necessary to complete the extent that Restoration in accordance with the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the all applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete).laws; (f) The Restoration Fund Borrower shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. use commercially reasonable efforts to commence such work within one hundred eighty (g180) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for days after such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor Casualty or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net AwardTaking, as applicable, and Tenant Insurance Payment available for shall diligently pursue such Restoration, either, at Tenant’s option and determination, the amount of such excess work to completion; (g) Lender shall be paid by Tenant satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Trustee Maturity Date, (B) such time as may be required under applicable laws in order to be added repair and restore the Property to the Restoration Fund or Tenant shall fund at its own expense condition as required hereunder, (C) the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion expiration of the Restoration. Any sum business interruption insurance coverage referred to in Section 12.1(b)(ii), and (D) earliest date required pursuant to the terms of any applicable Major Lease; and (h) the Property and the use thereof after the Restoration Fund which remains will be in the Restoration Fund upon the completion of Restoration compliance with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordall applicable laws in all material respects.

Restoration. The Restoration Fund At any time when Mortgagee releases funds to Mortgagor for restoration of any of the Mortgaged Property, then such restoration shall be disbursed by the Trustee performed only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to the commencement of any restoration, the Restoration the architects, general contractor(s), and plans and specifications for such restoration, and the Restoration budgeted costs, shall be submitted to and approved by LandlordMortgagee; (ii) prior to making any advance of restoration funds, which approval shall not be unreasonably withheld or delayed, and which approval Mortgagee shall be granted to the extent satisfied that the plans remaining restoration funds are sufficient to complete the restoration and specifications depict a Restoration which is substantially similar to pay all related expenses, including interest on the Improvements Indebtedness and Equipment which existed prior to real estate taxes on the occurrence of the casualty or TakingPremises, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.during restoration; (biii) At at the time of any disbursementdisbursement of the restoration funds, (A) no Event of Default (as defined below) shall exist and then exist, (B) no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged undischarged, except those discharged by the disbursement of the requested restoration funds and (C) a satisfactory bring-down or unbonded or for which Tenant shall fail to provide affirmative continuation of title insurance coverage.on the Premises shall be delivered to Mortgagee; (civ) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1) satisfactory evidence, including architects’ certificates evidence of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner and in accordance with the contracts and the contracts, plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time specifications acceptable to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.Mortgagee; (dv) Each request for disbursement shall be sent by Tenant with respect to Landlord and to the Trusteeeach advance of restoration funds, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall Mortgagee may retain a commercially reasonable retainage amount (but in no event less than 510% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess advance as a holdback until the restoration is fully completed; (vi) the restoration funds shall bear no interest and may be commingled with Mortgagee's other funds; (vii) Mortgagee may impose such other conditions as are customarily imposed by construction lenders; and (viii) any restoration funds remaining shall be paid retained by Tenant Mortgagee and may be applied by Mortgagee, in its sole discretion, to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum Indebtedness in the Restoration Fund which remains in the Restoration Fund upon the completion inverse order of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordmaturity.

Restoration. The Restoration Fund (a) After the happening of any casualty to the Property whether or not required to be insured against under the policies to be provided by Grantor hereunder, Grantor shall give prompt written notice thereof to Beneficiary generally describing the nature and cause of such casualty and the extent of the damage or destruction to the Property. (b) Grantor hereby assigns to Beneficiary all proceeds of insurance ("Insurance Proceeds") which Grantor may be disbursed by entitled to receive. In the Trustee event of any damage to or destruction of the Collateral, then, provided there is not an Event of Default under the Note Purchase Agreement, the Notes, the Deed of Trust or any of the Loan Documents (as defined in the Note Purchase Agreement) and Beneficiary has reasonably determined that its security has not been impaired, Grantor shall commence and diligently pursue to completion in accordance with this Section 14 the following conditions:repair, restoration and rebuilding of any portion of the Collateral that has been partially damaged or destroyed in full compliance with all legal requirements and to the same condition, character and at least equal value and general utility as nearly as possible to that existing prior to such damage or destruction (the "Restoration"), and Beneficiary shall hold and disburse the Insurance Proceeds (less the cost, if any, to Beneficiary of recovering and paying out such proceeds (including, without limitation, attorneys' fees and expenses, adjuster's fees, and fees incurred in Beneficiary's performance of its obligations hereunder)) (the "Net Insurance Proceeds") in the manner hereinafter provided to the Restoration. In the event that the Collateral is substantially destroyed or Beneficiary has determined that its security has been impaired, the Beneficiary may, at its option, apply the Net Insurance Proceeds to the reduction of the Secured Obligations and secured by this Deed of Trust in such order as Beneficiary may determine and, at Beneficiary's option and in its sole discretion, Beneficiary, may declare the Secured Obligations immediately due and payable. (ac) If In the cost of Restoration will exceed event the Threshold AmountNet Insurance Proceeds are to be used for the Restoration, Grantor shall, prior to commencement disbursement of any Net Insurance Proceeds for any work in connection with the Restoration (the architects, general contractor(s"Work"), and deliver or furnish to Beneficiary (i) complete plans and specifications for the Restoration Work which (A) have been approved by all governmental authorities whose approval is required, (B) bear the signed approval of an architect reasonably satisfactory to Beneficiary (the "Architect") and (C) are accompanied by Architect's signed estimate of the total estimated cost of the Restoration. Such plans and specifications shall be approved by Landlordsubject to Beneficiary's approval, which approval shall not be unreasonably withheld or delayeddelayed (the "Approved Plans and Specifications"); (ii) the amount of money which, and which approval shall as determined by Beneficiary, will be granted sufficient when added to the extent that Net Insurance Proceeds, if any, to pay the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft entire cost of the work Restoration (all money as held by Beneficiary is referred to herein as the "Restoration Funds"); (iii) copies of all permits and costs incurred since approvals required by law in connection with the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates commencement and conduct of the stage of completionRestoration; and (iv) a contract for construction executed by Grantor and a contractor satisfactory to Beneficiary (the "Contractor") in form, of scope and substance satisfactory to Beneficiary (including the estimated cost of completion and of customary retention) for performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsWork. (d) Each After commencing the Work, Grantor shall perform or cause Contractor to perform the Work diligently and in good faith in accordance with the Approved Plans and Specifications approved by Beneficiary. So long as Grantor is not in default under any of the Loan Documents, Beneficiary shall disburse the Restoration Funds in increments to Grantor or as Grantor may direct, from time to time as the Work progresses, to pay (or reimburse Grantor for) the costs of the Restoration, but subject to the following conditions, any of which Beneficiary may waive in its sole discretion: (i) Beneficiary shall make such payments only upon not less than ten (10) days' prior written notice from Grantor to Beneficiary and Grantor's delivery to Beneficiary of (A) Grantor's written request for disbursement shall be sent by Tenant to Landlord and to the Trustee, payment (a "Request for Payment") accompanied by a certificate by Architect in form, scope and substance satisfactory to Beneficiary which states that all of Tenant describing the workWork completed to that date has been done in compliance with the Approved Plans and Specifications and in accordance with all provisions of law, materials that the amount requested has been paid or is then due and payable and is properly a part of the cost of the Restoration and that when added to all sums, if any, previously paid out by Beneficiary, the requested amount does not exceed the value of the Work done to the date of such certificate; (B) evidence satisfactory to Beneficiary that there are no construction or similar liens for labor or material supplied in connection with the Work to date or that any such liens have been adequately provided for to Beneficiary's satisfaction; and (C) evidence satisfactory to Beneficiary that the balance of the Restoration Funds remaining after making the payments shall be sufficient to pay the balance of the cost of the Restoration not completed to date (giving in such reasonable detail as Beneficiary may require an estimate of the cost of such completion). Each Request for Payment shall be accompanied by waivers of liens satisfactory to Beneficiary covering that part of the Work previously paid for, if any, and by a search prepared by a title company or by other evidence satisfactory to Beneficiary that no construction liens or other costs liens or expensesinstruments for the retention of title in respect of any part of the Work have been filed against the Property and not discharged of record and that no encumbrance exists on or affecting the Property other than encumbrances, for if any, which payment is requested and stating (i) are set forth in the cost incurred in connection therewith, title policy issued to Beneficiary insuring the lien of this Deed of Trust; and (ii) that no Event Any Request for Payment after the Restoration has been completed shall be accompanied by a copy of Default exists and no mechanics’ any certificate or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate certificates required by law to be delivered by Tenant upon completion render occupancy of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaseProperty legal. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% Upon Beneficiary's receipt of the expected repair cost, certificate of occupancy for the Property and other than general conditions, until customary evidence requested by Beneficiary that the Restoration has been completed and the costs thereof paid in full, and satisfactory evidence that no mechanic's or similar liens for labor or material supplied in connection with the Restoration are outstanding against the Property and Beneficiary's disbursement under the final Request for Payment, and provided that Grantor is 50% completenot then in default under any of the Loan Documents (as defined in the Note Purchase Agreement), Beneficiary shall pay any remaining Restoration Funds then held by Beneficiary to Grantor; provided, however, nothing contained herein shall prevent Beneficiary from applying at any time the whole or any part of the Restoration Funds to the curing of any Event of Default under the Loan Documents. (f) The If (i) within sixty (60) days after the occurrence of any damage or destruction to the Property requiring Restoration, Grantor fails to submit to Beneficiary and receive Beneficiary's approval of plans and specifications or fails to deposit with Beneficiary the additional amount necessary to accomplish the Restoration Fund shall be as provided in Section 14, or (ii) after such plans and specifications are approved by all such governmental authorities and Beneficiary, Grantor fails to commence promptly or diligently continue to completion the Restoration, or (iii) Grantor becomes delinquent in payment to mechanics, materialmen or others for the costs incurred in connection with the Restoration, then, in addition to all of the rights herein set forth, Beneficiary may apply the Restoration Funds then or thereafter held by Beneficiary to reduce the Trustee unpaid indebtedness secured hereby in such order as Beneficiary may determine, and shall be invested as directed by Landlord. All interest shall become a part of at Beneficiary's option and in its sole discretion, Beneficiary may declare the Restoration FundSecured Obligations immediately due and payable. (g) At In the event that Beneficiary applies all times the undisbursed balance or any portion of the Restoration Fund held by Funds to reduce the Trusteeunpaid indebtedness secured hereby as provided in this Section 14, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, after payment in reasonable detail, promptly after Landlord’s request therefor), free and clear full of all Liens. (h) In additionsums secured hereby, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty Funds shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordGrantor.

Restoration. The (a) Borrower shall deliver, or shall cause Mortgage Borrower to deliver, to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under the applicable terms and conditions of the Mortgage Loan Agreement in connection with a Restoration Fund shall be disbursed of the Property after a loss or damage or condemnation, simultaneously with any such delivery to Mortgage Lender. Subject only to the rights of Mortgage Lender pursuant to the Mortgage Loan Agreement, all Net Insurance Proceeds that are permitted by the Trustee terms of the Mortgage Loan Documents to be paid to Mortgage Borrower or otherwise distributed to Borrower or Mortgage Borrower (rather than being used to rebuild or improve the Property in accordance with the following conditions: (aMortgage Loan Documents) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, immediately paid over to Lender and which approval shall be granted are hereby assigned to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required Lender as a result of current zoning and building code requirementsadditional collateral security hereunder. (b) At Borrower shall (or shall cause Mortgage Borrower to) keep Lender timely informed of the time progress of any disbursementRestoration and the status of any negotiations with insurers relating to any such loss or damage or condemnation. In addition, no Event Borrower shall (or shall cause Mortgage Borrower to) provide Lender with any and all documentation reasonably requested by Lender relating to any loss or damage or condemnation or Restoration. If any Net Insurance Proceeds are to be disbursed by Mortgage Lender for Restoration, Borrower shall deliver or cause to be delivered to Lender copies of Default shall exist all written correspondence delivered to and no mechanics’ or materialmen’s Liens received from Mortgage Lender that relates to the Restoration and release of the Net Insurance Proceeds. If, in connection with a Restoration, Mortgage Lender does not require the deposit by Mortgage Borrower of any Net Insurance Proceeds pursuant to the applicable terms and conditions of the Mortgage Loan Agreement, Lender shall have been filed the right to demand that Borrower make a deposit of such Net Insurance Proceeds in accordance with those same terms and remain undischarged or unbonded or for which Tenant shall fail conditions, such Net Insurance Proceeds to provide affirmative title insurance coveragethen be governed by such terms and conditions as if each reference therein to “Administrative Agent” and “Borrower” referred to Lender and Borrower, respectively. (c) Disbursements shall Notwithstanding any provision in this Agreement to the contrary, all Net Insurance Proceeds will be made from time available to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner Mortgage Borrower in accordance with the contracts Mortgage Loan Agreement. In the event the Mortgage Loan has been paid in full and the plans and specificationsLender receives any Net Insurance Proceeds, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered Lender shall either apply such proceeds to the site Indebtedness or for the Restoration in accordance with the same terms and free conditions contained in the Mortgage Loan Agreement. Upon repayment in full of the Mortgage Loan, the provisions of the Mortgage Loan Agreement governing Restoration and clear use of mechanics’ Lien claims. (d) Each request for disbursement Net Insurance Proceeds shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred incorporated into this Agreement in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releasetheir entirety. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayedwithheld, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of then-current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) reasonably satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, expenses for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx Landlord agrees to promptly give if Xxxxxx Tenant has satisfied all of the requirements set forth in this Paragraph Section 15 in connection with such release. If such proceeds are not made available to Tenant despite Tenant’s compliance with such procedures, Tenant shall have no obligation to restore the Leased Premises until such time as such proceeds are made available to Tenant. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, ) until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested in Permitted Investments as directed by LandlordTenant. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by XxxxxxTenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by XxxxxxTenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s written request therefor), free and clear of all Liens. (h) In addition, prior . Prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Tenant’s Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, if the estimated cost Project or the Premises are damaged or destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of Restorationsuch damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as reasonably determined applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 6 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a contractor notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or architect mutually selected Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant, exceeds subject to delays arising from the amount collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Net Proceeds Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the Net Awardexpiration of the Maximum Restoration Period or, as applicableif longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant Insurance Payment shall be relieved of their respective obligations hereunder to make repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord within the Premises and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, eitherin the proportion which the area of the Premises, at if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s option and determination, business. In the amount of such excess shall event that no Hazardous Material Clearances are required to be paid obtained by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to Tenant; any portion terminate the Lease by reason of a Net Award remaining after completion damage or casualty loss. The provisions of Restoration this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a Taking any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall be paid have no application to Landlordthis Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost Borrower shall give prompt written notice of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted any casualty to the extent that Property to Lender whether or not required to be insured against. The notice shall describe the plans nature and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence cause of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations and the extent of the damage to the Improvements required as a result of current zoning Property. Borrower covenants and building code requirementsagrees to commence and diligently pursue to completion the Restoration. (b) At Borrower assigns to Lender all Insurance Proceeds which Borrower is entitled to receive in connection with a casualty whether or not such insurance is required under this Mortgage, and Lender shall apply such proceeds as provided herein. In the time event of any disbursementdamage to or destruction of the Property, no and provided (i) an Event of Default does not currently exist, and (ii) Lender has determined that (1) there has not been an Impairment of the Security (as defined in Section 7.02(c)), and (2) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed (the “Restoration”) can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the casualty and not resulting in an Impairment of Security as defined in Section 7.02(c) hereof, the Net Insurance Proceeds shall exist be applied to the Cost of Restoration in accordance with the terms of this Article. Lender shall hold and no mechanicsdisburse the Insurance Proceeds less the cost, if any, to Lender of recovering the Insurance Proceeds including, without limitation, reasonable attorneys’ or materialmen’s Liens shall have been filed fees and remain undischarged or unbonded or for which Tenant shall fail expenses, and adjusters’ fees (the “Net Insurance Proceeds”) to provide affirmative title insurance coveragethe Restoration. (c) Disbursements For the purpose of this Article, “Impairment of Security” shall be made from time to time in an amount not exceeding mean that, based upon Lender’s commercially reasonable projections, twelve (12) months after the hard and soft cost date of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidencedamage, including architects’ certificates of the stage of completiondestruction, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specificationscondemnation or casualty, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred ratio of the annual cash flow derived from the Property to the annual debt service for the Loan will be less than 1.40:1, as determined in connection therewithaccordance with GAAP, or (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion ratio of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed remaining balance of the Restoration Fund held Loan to the value of the Property (which will be determined by Lender in Lender’s sole discretion acting in good faith and which may, at Lender’s sole discretion, be based on MAI appraisal) will be greater than the ratio resulting from dividing the outstanding principal balance of the Loan by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than agreed value of the cost Property as of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of RestorationAcceptance Date, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant shown on Exhibit “B” to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordApplication, minus three percent (3%).

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, if the estimated cost Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of Restorationsuch, damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as reasonably determined applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction. Unless Landlord so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by a contractor Tenant or architect mutually selected by Landlord and paid for by Tenant, exceeds except to the amount extent to which Landlord receives insurance proceeds for the restoration of improvements from the insurance required to be maintained under Section 17. in which case such improvements shall be included as part of Landlord’s restoration), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided. however, that if repair or restoration of the Net Proceeds Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the Net Awardexpiration of the Maximum Restoration Period, or if longer, the Restoration Period, elect to terminate this Lease, in either of which events Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as applicableof the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant Insurance Payment prior to such election by Landlord or Tenant. Tenant, at its expense, following the date that Landlord makes the Premises available to Tenant for Tenant’s repairs or restoration, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Materials Clearances, all Alterations and other improvements installed by Tenant or by Landlord and paid for by Tenant (except to the extent covered by insurance required to be maintained by Landlord pursuant to Section 17. in which case such improvements shall be included as part of Landlord’s restoration, subject to the terms of this Section 18). Promptly upon the substantial completion of such Alterations and other improvements, Tenant shall reenter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, Landlord or Tenant may terminate this Lease if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord delivers notice to Tenant of the estimated Restoration Period. Notwithstanding anything to the contrary contained in this Lease, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration, eitherprovided that such unavailability of insurance proceeds is not the result of Landlord’s failure to maintain the insurance policies required to be maintained by Landlord under Section 17. Rent shall be abated from the date all required Hazardous Materials Clearances are obtained until the Premises are repaired and restored, at in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s option and determination, business. In the amount of such excess shall be paid by Tenant to the Trustee event that no Hazardous Materials Clearances are required to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration obtained with respect to a casualty such fire or other casualty, the rent abatement shall commence as of the date of discovery of the damage or destruction. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18. Tenant waives any right to Tenant; any portion terminate the Lease by reason of a Net Award remaining after completion damage or casualty loss. The provisions of Restoration this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a Taking any and all damage to, or destruction of, all or any part of the Premises, or, any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall be paid have no application to Landlordthis Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, if the estimated cost Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of Restorationsuch damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as reasonably determined applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a contractor notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or architect mutually selected Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Net Multi-Tenant Laboratory 455 Mission Bay/Twist Bioscience - Page 13 Tenant, exceeds at its expense, shall promptly perform, subject to delays arising from the amount collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Net Proceeds or Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the Net Award, as applicable, and date that Landlord provides Tenant Insurance Payment with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, eitherin the proportion which the area of the Premises, at if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s option and determination, the amount of such excess business. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any and all damage to, or destruction of, all or any part of the Premises, or any other portion of a Net Award remaining after completion the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of Restoration the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 45 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. If Tenant has not exercised its Extension Right pursuant to Section 40, Tenant may also terminate this Lease by written notice to Landlord delivered within 5 business days after receipt of a notice estimating the date on which the Restoration Period is expected to occur if the Restoration Period is estimated cost by Landlord to be completed during the last 12 months of Restorationthe Base Term. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as reasonably determined a current Operating Expense), promptly restore the Premises (excluding the improvements installed by a contractor Tenant or architect mutually selected by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, exceeds at its expense, shall promptly perform, subject to delays arising from the amount collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Net Proceeds or Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the Net Award, as applicable, and date that Landlord provides Tenant Insurance Payment with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, eitherin the proportion which the area of the Premises, at if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space reasonably acceptable to Tenant during the period of repair that is suitable for the temporary conduct of Tenant’s option and determination, business. In the amount of such excess shall event that no Hazardous Material Clearances are required to be paid obtained by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to Tenant; any portion terminate the Lease by reason of a Net Award remaining after completion damage or casualty loss. The provisions of Restoration this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a Taking any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall be paid have no application to Landlordthis Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

Restoration. The Restoration Fund shall be disbursed by If, following the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), Bid Date and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence Time of Closing, there has occurred any material casualty loss, destruction or damage to any part of the casualty or TakingLMM Airport Facility and this Agreement has not been terminated under Section 2.4(d), whichever is applicable. Landlord will then the Authority shall promptly and diligently Restore the affected portion of the LMM Airport Facility; provided that if the affected portion of the LMM Airport Facility cannot withhold its consent for variations be Restored prior to the Improvements required as a result of current zoning and building code requirements. (b) At Closing Date, then the time of any disbursement, no Event of Default Authority shall exist and no mechanics’ make or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail cause to provide affirmative title insurance coverage. (c) Disbursements shall be made from time such Restoration as can reasonably be completed prior to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of Closing Date (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner manner, in accordance with any applicable Operating Standards and using Reasonable Efforts to minimize interference with the contracts LMM Airport Facility Operations and further damage to the plans LMM Airport Facility) and specificationsassign all warranties and guarantees in respect of such Restoration to the Lessee on the Closing Date and, at the option of the Lessee, either (2A) partial releases the Authority, prior to the Closing Date, shall provide to the Lessee a plan for the completion of Liens such Restoration efforts by the Authority or conditional Lien waivers, its agents following the Time of Closing at the Authority’s sole expense and (3) other subject to the Lessee’s reasonable evidence of approval and shall then complete such Restoration in substantial accordance with such plan; provided that the Lessee may choose in its discretion to undertake such Restoration pursuant to such approved plan at the Authority’s sole cost and payment so that Landlord can verify that expense or (B) the amounts disbursed from time Lessee shall Restore the remaining affected portion of the LMM Airport Facility in accordance with its own plan for the completion of such Restoration. Notwithstanding whether the Authority is required to time are represented by work that is completed in place complete the Restoration or delivered the Lessee shall have elected to complete the Restoration as contemplated above, the Authority shall provide Leasehold Compensation to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to Lessee during the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds period from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, Closing Date until the Restoration is 50% completecomplete (which Leasehold Compensation, for the avoidance of doubt, may be provided by extending the Term in accordance with Section 15.1(c)(i)). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee If this Lease is not terminated in accordance with Section 14.01, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas necessary to provide access to or use of the Premises (but excluding Tenant’s Property and the Tenant-Insured Improvements), subject to the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration provisions. Such restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to substantially the extent same condition that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence Casualty, except for modifications required by Law or any other modifications to the Common Areas as Landlord may reasonably elect. In no event shall Landlord be required to spend more for the restoration of the casualty Premises, Building and Common Areas than the proceeds received by Landlord from Landlord’s insurance policies together with deductibles thereon, provided, however, if Landlord does not elect to fund any such deficiency, Landlord shall promptly notify Tenant and Tenant or Taking, whichever is applicableLandlord may elect to terminate this Lease. Landlord will shall not withhold its consent be liable for variations any inconvenience to Tenant or injury to Tenant’s business resulting in any way from the Improvements required Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a portion of the Premises is rendered untenantable, inaccessible or unusable, as applicable, as a result of current zoning a Casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable, inaccessible or unusable and building code requirements. not used by Tenant; provided, however, the rent abatement period under the preceding sentence shall end on the earlier of ninety (b90) At days after Landlord has completed Landlord’s restoration work required herein or the time date that Tenant recommences business operations from that portion of any disbursementthe Premises. Promptly following the completion of Landlord’s restoration of the Premises, no Event Building and the Common Areas as required herein and notification from Landlord of Default shall exist and no mechanics’ such completion, or materialmen’s Liens shall have been filed and remain undischarged or unbonded or upon notification from Landlord that Tenant may access the Premises for which the concurrent performance of restoration work by each party, Tenant shall fail restore the Tenant-Insured Improvements to provide affirmative title insurance coverage. substantially their condition prior to the Casualty (cexcept for modifications required by Law or otherwise elected by Tenant to reflect Tenant’s business) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with reasonable speed and diligence. In no event shall Tenant be required to spend more for the contracts and restoration of the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that Tenant-Insured Improvements than the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent proceeds received by Tenant to Landlord from Tenant’s insurance policies or the amount Tenant would have received had Tenant carried the insurance and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred with limits required in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Building, Leased Premises and Common Areas. Such restoration shall be disbursed by to substantially the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent same condition that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty Casualty, except for modifications required by Applicable Laws or Taking, whichever is applicable. Landlord will not withhold its consent for variations any other modifications to the Improvements required Common Areas deemed desirable by Landlord (provided, such Common Areas shall be of a materially consistent utility and functionality as a result of current zoning and building code requirements. same existed prior to such Casualty). Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (bor to any party designated by Landlord) At the time of all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any disbursement, no Event of Default shall exist and no mechanics’ alterations or materialmen’s Liens shall have been filed and remain undischarged or unbonded improvements performed by or for which the benefit of Tenant (provided that for purposes of clarification Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall not be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens responsible for paying or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant crediting to Landlord and any deductibles applicable to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmenTenant’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expenseinsurance policies); the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor to repair such Tenant alterations or architect mutually selected by Landlord and Tenant, improvements exceeds the amount of the Net Proceeds or the Net Award, as applicable, insurance proceeds received by Landlord from Landlord’s and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determinationinsurance carriers, the amount excess cost of such excess repairs shall be paid by Tenant to the Trustee Landlord prior to be added to the Restoration Fund or Landlord’s commencement of repairs. Within thirty (30) days of written demand, together with supporting documentation, Tenant shall fund at its own expense also pay Landlord for any additional excess costs that are reasonably incurred during the costs performance of such Restoration until the remaining Restoration Fund is sufficient repairs. In no event shall Landlord be required to spend more for the completion of restoration than the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration proceeds received by Landlord, other than with respect to deductibles under Landlord’s insurance policies. Except as otherwise set forth in this Lease, Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant occasioned by damage by fire or other casualty or the repair thereof. Landlord will not carry insurance of any kind on Tenant’s Property and shall not be obligated to restore or repair any damage to Tenant’s Property except to the extent that Landlord receives Tenant’s insurance proceeds as set forth above. Provided that Tenant is not then in Default beyond any applicable notice and cure periods, during any period of time that all or a casualty material portion of the Leased Premises is rendered untenantable as a result of a Casualty, rent shall xxxxx for the portion of the Leased Premises that is untenantable and not used by Tenant. Notwithstanding the foregoing, Landlord shall be paid liable for all excess costs if Landlord did not carry insurance it was required to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordunder this Lease.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of any Individual Property: (a) If the cost Net Proceeds shall be less than the Casualty/Condemnation Threshold Amount and the estimated costs of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for completing the Restoration shall be approved less than the Casualty/Condemnation Threshold Amount, the Net Proceeds (i) if the same are paid by Landlordthe insurance company or the condemnation authority directly to Borrower may be retained by Borrower or (ii) if the same are paid by the insurance company or the condemnation authority to Lender, which approval shall not will be unreasonably withheld or delayeddisbursed by Xxxxxx to Borrower upon receipt, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Takingprovided that, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursementin each case, no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from continuing at the time to time in an amount not exceeding the hard and soft cost of the work disbursement and, provided further that, with respect to subclause (ii) above, and costs incurred since to the last disbursement upon receipt of (1) satisfactory evidenceextent the Net Proceeds exceeds $250,000, including architects’ certificates of Borrower delivers to Lender an Officer’s Certificate to expeditiously commence and to satisfactorily complete with due diligence the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner Restoration in accordance with the contracts terms of Section 6.4(b)(i)(D), (E), (G) and (H); except that, with respect to any Casualty or Condemnation of a non-income producing portion of an Individual Property that is not (x) necessary for the Permitted Uses at the Individual Property impacted by such Casualty or Condemnation prior to such Casualty or Condemnation or (y) required for such Individual Property to comply with Legal Requirements in all material respects (in each case, unless such Individual Property can be reconfigured to provide for Permitted Uses or to comply with Legal Requirements in all material respects, as applicable, without (A) incurring any material cost and (B) materially disrupting the operation of Permitted Uses at the Individual Property following the Casualty or Condemnation), for which the Net Proceeds are less than the Casualty/Condemnation Threshold Amount and the plans and specificationsestimated costs of completing the Restoration are less than the Casualty/Condemnation Threshold Amount, (2) partial releases Borrower shall have no obligation to pursue completion of Liens or conditional Lien waiversthe Restoration of such Individual Property, and (3) other reasonable evidence provided that any Net Proceeds received by Borrower in connection with such Condemnation are deposited into the Lockbox Account to be disbursed in accordance with the terms of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsthis Agreement. (db) Each request If the Net Proceeds are equal to or greater than the Casualty/Condemnation Threshold Amount or the costs of completing the Restoration is equal to or greater than the Casualty/Condemnation Threshold Amount, the Net Proceeds will be held by Xxxxxx and Lender shall make the Net Proceeds available for disbursement the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating mean: (i) the cost incurred net amount of all insurance proceeds received by Lender pursuant to Section 6.1(a)(i), Section 6.1(a)(ix) and Section 6.1(a)(x) as a result of such damage or destruction, after deduction of Lender’s and Borrower’s reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in connection therewithcollecting same (“Insurance Proceeds”) provided, that such costs and expenses of Borrower shall only be reimbursed if Lender is reasonably certain that there will be sufficient Net Proceeds to complete the Restoration (it being understood that to the extent Net Proceeds are not being made available for Restoration, the foregoing provision shall not apply, or if such Net Proceeds exceed the Release Amount for the applicable Individual Property, the foregoing proviso shall not apply as to the excess Net Proceeds above such Release Amount), or (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion net amount of the work shallAward, after deduction of Lender’s and Borrower’s reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in additioncollecting same (“Condemnation Proceeds”), state provided, that the work such costs and expenses of Borrower shall only be reimbursed if Lender is reasonably certain that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees there will be sufficient Net Proceeds to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing complete the Restoration (it being understood that to the extent Net Proceeds are not being made available for Restoration, the foregoing provision shall not apply, or if such Net Proceeds exceed the Release Amount for the applicable Individual Property, the foregoing proviso shall not apply as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for excess Net Proceeds above such estimate, in reasonable detail, promptly after Landlord’s request thereforRelease Amount), free and clear of all Lienswhichever the case may be. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Lease Term the Premises are damaged by a fire or other casualty covered by insurance carried by Landlord, Landlord shall notify Tenant within 60 days after such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 12 months from the casualty date or if Landlord is unable to obtain the necessary permits for restoration within 6 months from the casualty date (a “Premises Total Destruction”), either Landlord or Tenant may elect to terminate this Lease upon notice to the other party given no later than 30 days after Landlord's notice; provided, however, if the estimated cost damage or destruction was caused by the gross negligence or willful misconduct of RestorationTenant, Landlord shall have the right to recover Landlord's damages from Tenant, except as reasonably determined provided in Section 8.C., and Tenant shall have no right to terminate this Lease. If neither party elects to terminate this Lease or if Landlord estimates that restoration will take 12 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall diligently pursue the necessary permits and promptly restore the Premises excluding Trade Fixtures and the improvements installed by a contractor Tenant or architect mutually selected by Landlord and paid by Tenant, exceeds subject to delays arising from the collection of insurance proceeds or from Force Majeure events (as defined in Section 47). Tenant at Tenant's expense shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are damaged during the last 6 months of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Notwithstanding the foregoing, if Tenant at that time has an exercisable option to extend this Lease, then Tenant may preserve this Lease by exercising such option and providing Landlord with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs within 10 days after Tenant's receipt of Landlord's written notice purporting to terminate this Lease. Base Rent and Operating Expenses shall be abated for the period of repair and restoration of an insured casualty commencing on the date of such casualty event in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss, including without limitation those available under California Civil Code Sections 1932 and 1933(4). Notwithstanding anything contained in the Lease to the contrary, to the extent the damage to the Project is attributable to Tenant, Tenant shall pay to Landlord with respect to any damage to the Project the amount of the Net Proceeds or the Net Awardcommercially reasonable deductible under Landlord's insurance policy, as applicablenot to exceed $10,000.00, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount within 30 days after presentment of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord's invoice.

Restoration. The Restoration Fund Should either (i) the termination option as provided above in this Section not apply or, if applicable, should neither party elect to timely exercise such option, or (ii) should Landlord otherwise be required to repair and restore the Premises as provided herein, then Landlord shall repair or restore the Premises to substantially the same condition as existed before such damage or destruction. Upon electing to repair or restore or being required to repair or restore pursuant to this Section, Landlord may proceed with reasonable dispatch to perform the necessary work, and the Base Rent and the Additional Rent attributable to Tenant’s Proportionate Share of the Operating Expenses due for the period following the casualty shall be disbursed by abated in proportion to the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement unusable Premises for a period commencing as of the Restoration date of the architects, general contractor(s), casualty damage until the repairs and plans and specifications for restoration of the Restoration shall be approved by Landlord, which approval Premises are substantially complete. Landlord shall not be unreasonably withheld liable to Tenant for any delay which arises by reason of any Force Majeure as described in Section 22.21 or delayedany other cause beyond Landlord’s control, and which approval in no event shall Landlord be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence liable for any loss of the casualty profits or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required income experienced by Tenant as a result of current zoning such casualty damage or repair and building code requirements. restoration work, If such repair or restoration is not substantially complete within one hundred eighty (b180) At days after the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so it is determined that Landlord can verify that the amounts disbursed from time is obligated to time are represented make such repairs, then Tenant may terminate this Lease by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant delivering written notice to Landlord and of its election to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and terminate at any time during Restorationafter the expiration of said one hundred eighty (180) day period and before Landlord’s substantial completion of such repair or restoration; provided that if Tenant delivers said notice in a timely manner, if the estimated cost of Restoration, this Lease shall terminate as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion date of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordfire or other casualty.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of Properties affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required as to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees). (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title insurance coveragefile and record the release and Lender’s reasonable attorneys’ fees). (c) Disbursements If Borrower elects to undertake the Restoration a Property or Properties pursuant to Section 5.4(a), (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be made from time of the same character as prior to time such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an amount not exceeding expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the hard Renovation Standards and soft (iv) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceRestoration, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work which budget shall be reasonably acceptable to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLender. (d) Each request for disbursement If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(b), the following provisions shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating apply: (i) the cost incurred in connection therewith, (ii) that no Event Net Proceeds shall be made available to Borrower for Restoration upon the determination of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Lender that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee following conditions are met: (i) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Properties as a result of the expected repair costoccurrence of the Casualty, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1 (a) (ii), if applicable, or (3) by other than general conditionsfunds of Borrower; (iii) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the Stated Maturity Date, as extended pursuant to Section 2.7, (2) the earliest date required for such completion under the terms of any Lease, (3) such time as may be required under applicable Legal Requirements or (4) six (6) months prior to the expiration of the insurance coverage referred to in Section 5.1.1 (a) (ii); (iv) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be of the same character as prior to such damage or destruction; (v) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Renovation Standards; (vi) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender and (vii) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration. (ii) The Net Proceeds shall be held by Lender in the Casualty and Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.4(d), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Properties which have been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to the prior approval of Lender and an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval of Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration is 50% completehas been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.4(d). (f, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) The Restoration Fund shall be held by and that all approvals necessary for the Trustee re-occupancy and shall be invested as directed by Landlord. All interest shall become a part use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration Fund. (g) At all times the undisbursed balance have been paid in full or will be paid in full out of the Restoration Fund held by Casualty Retainage; provided, however, that Lender will release the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount portion of the Net Proceeds Casualty Retainage being held with respect to any contractor, subcontractor or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum materialman engaged in the Restoration Fund as of the date upon which remains (x) the Casualty Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the Restoration Fund upon provisions of such contractor’s, subcontractor’s or materialman’s contract, (y) the completion contractor, subcontractor or materialman delivers the lien waivers and evidence of Restoration payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and (z) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of any Property affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements required as prepayment of the Debt in an amount equal to the Release Amount for such Property in accordance with Section 2.4.2(c), (D) Borrower shall prepay the Loan in an amount equal to the excess, if any, of the Release Amount for such Property over such Net Proceeds, and (E) promptly following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, if any, Lender shall (x) release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (A) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(B) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees) and (y) disburse to Borrower (A) in the case of a substitution of a Substitute Property for such Property, the Net Proceeds paid by the insurance company and (B) in the case of the payment of the Release Amount for such Property, the Net Proceeds paid by the insurance company in excess of the Release Amount for such Property; provided that, during the continuance of a Cash Sweep Period, the applicable Net Proceeds shall instead be delivered to the Cash Collateral Subaccount and disbursed in accordance with Section 6.6.3. (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in an amount equal to the Release Amount for such Property in accordance with Section 2.4.2(c), (D) Borrower shall prepay the Loan in an amount equal to the excess, if any, of the Release Amount for the affected Properties over such Net Proceeds, and (E) promptly following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, if any, Lender shall (x) release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (A) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (B) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title file and record the release and Lender’s reasonable attorneys’ fees) and (y) disburse to Borrower (A) in the case of a substitution of a Substitute Property for such Property, the Net Proceeds paid by the insurance coveragecompany and (B) in the case of the payment of the Release Amount for such Property, the Net Proceeds paid by the insurance company in excess of the Release Amount for such Property; provided that, during the continuance of a Cash Sweep Period, the applicable Net Proceeds shall instead be delivered to the Cash Collateral Subaccount and disbursed in accordance with Section 6.6.3. (c) Disbursements If Borrower elects to undertake the Restoration a Property or Properties pursuant to Section 5.4(a), (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be made from time of the same character as prior to time such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an amount not exceeding the hard expeditious and soft cost of the work diligent fashion and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance compliance with the contracts all applicable Legal Requirements and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, Renovation Standards and (3iv) other reasonable evidence for any Restoration of a Property with a total expected cost and payment so that Landlord can verify that the amounts disbursed from time exceeding $20,000, Borrower shall deliver, or cause to time are represented by work that is completed in place or delivered be delivered, to the site and free and clear of mechanics’ Lien claimsLender a signed detailed budget, which budget shall be reasonably acceptable to Lender. (d) Each request for disbursement If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(b), the following provisions shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating apply: (i) the cost incurred in connection therewith, (ii) that no Event Net Proceeds shall be made available to Borrower for Restoration upon the determination of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Lender that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee following conditions are met: (A) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (B) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Properties as a result of the occurrence of the Casualty, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1(a)(ii), if applicable, or (3) by other funds of Borrower; (C) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the Initial Maturity Date, as extended pursuant to Section 2.8, (2) the earliest date required for such completion under the terms of any Lease, (3) such time as may be required under applicable Legal Requirements or (4) six (6) months prior to the expiration of the insurance coverage referred to in Section 5.1.1 (a) (ii); (D) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be of the same character as prior to such damage or destruction; (E) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Renovation Standards; (F) for any Restoration of a Property with a total expected repair costcost exceeding $20,000, Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget, which budget shall be reasonably acceptable to Lender and (G) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration. (ii) The Net Proceeds shall be held by Lender in the Casualty and Condemnation Subaccount and, until disbursed in accordance with the provisions of this Section 5.4(d), shall constitute additional security for the Debt and other than general conditionsobligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Properties which have been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to the prior approval of Lender and an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval of Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration is 50% completehas been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.4(d). (f, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) The Restoration Fund shall be held by and that all approvals necessary for the Trustee re-occupancy and shall be invested as directed by Landlord. All interest shall become a part use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration Fund. (g) At all times the undisbursed balance have been paid in full or will be paid in full out of the Restoration Fund held by Casualty Retainage; provided, however, that Lender will release the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount portion of the Net Proceeds Casualty Retainage being held with respect to any contractor, subcontractor or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum materialman engaged in the Restoration Fund as of the date upon which remains (x) the Casualty Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the Restoration Fund upon provisions of such contractor’s, subcontractor’s or materialman’s contract, (y) the completion contractor, subcontractor or materialman delivers the lien waivers and evidence of Restoration payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and (z) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) Whether or not the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration, funds may be disbursed to Tenant up to the Threshold Amount to be used to mitigate any further damage to the Lease Premises or nuisance or potential liability from unsafe or hazardous conditions, including performing temporary repairs, shoring boarding up, or fencing upon receipt by Trustee of a written request therefor from Tenant, which request shall include a description of such costs, in reasonable detail. (b) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements (i) required as a result of current zoning and building code requirementsrequirements or (ii) to provide for then current equipment or best practices in Tenant’s industry, provided such variations described in this clause (ii) shall not adversely affect the value of the Leased Premises. In the event that Landlord does not respond to Tenant’s request for approval pursuant to the first sentence of this subparagraph (b) within twenty five (25) days from the date Tenant has delivered to Landlord the request for such approval, Tenant may provide Landlord with a second request for approval, which request shall state in bold capital letters on the face of the envelope that failure to respond thereto within five (5) Business Days shall be deemed to be approval, and if Landlord fails to respond to Tenant within such five (5) Business Days, Landlord shall be deemed to have approved the architect, general contractor, plans or specifications that are the subject of such request for approval. (bc) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or otherwise removed of record, or for which Tenant shall fail to provide affirmative title insurance coverage. (cd) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (de) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a at Tenant’s written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth direction in accordance with this Paragraph 15 in connection with 15; provided however, the Trustee shall not release such releasefunds if Landlord objects to such release within ten (10) days’ of receiving Tenant’s notice as provided herein. Landlord’s failure to respond to Tenant’s request for a release of any such funds from the Restoration Fund within 10 days’ after written notice thereof shall be deemed to constitute Landlord’s consent to the requested release and Trustee shall be entitled to rely on Landlord’s failure to respond as deemed consent and approval to release such funds to Tenant. (ef) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (fg) The Restoration Fund shall be held by the Trustee and shall be invested as reasonably and prudently directed by Landlord, in light of the intended use and timing of release of such funds, and reasonably approved by Tenant and Lenders, if applicable. All interest shall become a part of the Restoration Fund. (gh) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by XxxxxxTenant, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by XxxxxxTenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all mechanics’ and similar Liens. (hi) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated remaining cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the remaining Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Borrower shall restore and repair the Improvements and Equipment or any part thereof now or hereafter damaged or destroyed by any Casualty or affected by any Taking; provided, however, that if the Casualty is not insured against or insurable, Borrower shall so restore and repair even though no Insurance Proceeds are received. Notwithstanding anything to the contrary set forth in Section 7.6, Lender agrees that Lender shall make the Net Restoration Fund Proceeds (other than business interruption insurance proceeds, which shall be held and disbursed as provided in Section 7.6) available to Borrower for Borrower’s restoration and repair of the Improvements, Equipment and Inventory affected by the Trustee in accordance with Casualty or Taking (a “Restoration”), as applicable, on the following terms and subject to Borrower’s satisfaction of the following conditions; provided, that Lender shall have the right to waive any of the following conditions in its discretion: (a) If At the cost time of such Casualty or Taking, as applicable, and at the time of the disbursement of Restoration will exceed Proceeds to Borrower there shall exist no Event of Default; (b) The Improvements, Equipment and Inventory affected by the Threshold AmountCasualty or Taking, as applicable, shall be capable of being restored (including replacements) to substantially the same condition, utility, quality and character, as existed immediately prior to commencement such Casualty or Taking, as applicable, in all material respects with a fair market value and projected cash flow of the Property equal to or greater than prior to such Casualty or Taking, as applicable (provided that with respect to a Taking, the post-Restoration fair market value shall only be required to be sufficient to satisfy a loan-to-value ratio of 70%, as determined by Lender); (c) Borrower shall demonstrate to Lender’s reasonable satisfaction Borrower’s ability to pay the architectsIndebtedness coming due during such repair or restoration period (after taking into account proceeds from business interruption insurance carried by Borrower); (i) in the event of a Casualty, general contractor(s)the Casualty resulted in an actual or constructive loss of less than fifty percent (50%) of the fair market value of the Property and less than fifty percent (50%) of the rentable area of the Property, (ii) in the event of a Taking, the Taking resulted in an actual or constructive loss of less than fifteen percent (15%) of the fair market value of the Property and less than fifteen percent (15%) of the rentable area of the Property, less than fifteen percent (15%) of the land constituting the Property is taken, such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of such Taking, and (iii) in any event, (A) Leases covering at least sixty-five percent (65%) of the rentable square footage of the Property and (B) all Major Leases will remain in full force and effect during and after the Restoration; (e) Borrower shall have provided to Lender all of the following, and collaterally assigned the same to Lender pursuant to assignment documents reasonably acceptable to Lender: (i) an architect’s contract with an architect reasonably acceptable to Lender and complete plans and specifications for the Restoration of the Improvements, Equipment and Inventory lost or damaged to the condition, utility and value required by Section 7.7(b); (ii) fixed-price or guaranteed maximum cost construction contracts with contractors reasonably acceptable to Lender for completion of the Restoration work in accordance with the aforementioned plans and specifications; (iii) such additional funds (if any) as are necessary from time to time, in Lender’s reasonable opinion, to complete the Restoration (which funds shall be approved held by Landlord, which approval shall not be unreasonably withheld or delayed, Lender as additional collateral securing the Indebtedness and which approval shall be granted disbursed, if at all, pursuant to this Article 7); and (iv) copies of all permits and licenses necessary to complete the extent that Restoration in accordance with the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete)Legal Requirements. (f) The Borrower shall commence such work within sixty (60) days after obtaining all permits and licenses necessary to complete the Restoration Fund shall be held by (which permits and licenses Borrower covenants to use commercially reasonable efforts to promptly obtain) in accordance with the Trustee plans and specifications and all Legal Requirements, and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund.diligently pursue such work to completion; (g) At all times Lender shall be satisfied in its reasonable discretion that the undisbursed balance Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or such Taking, as applicable, (C) the expiration of the Restoration Fund business interruption insurance coverage referred to in Section 7.1(d) (provided that Borrower may extend this period until a future Payment Date if Borrower funds a reserve held by Lender with all payments that will come due under the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided Loan prior to or on that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request thereforPayment Date), free and clear (D) earliest date required pursuant to the terms of all Liens.any Material Lease; and (h) In addition, prior to commencement of Restoration the Property and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to use thereof after the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum will be in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration compliance with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordall applicable Legal Requirements.

Restoration. The Restoration Fund In the event of a taking in respect of which Tenant shall be disbursed by not have the Trustee right to elect to terminate this Lease or, having such right, shall elect not to terminate this Lease, this Lease and the Term hereof shall continue in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amountfull force and effect and, prior subject to commencement receipt of the Restoration Portion, Tenant shall forthwith promptly and diligently effect the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence “Restoration” (as hereinafter defined) through application of the casualty or Taking“Restoration Portion”, whichever as hereinafter defined and set forth. If this Lease is applicable. Landlord will not withhold its consent for variations to the Improvements required terminated as a result of current zoning and building code requirements. a taking, as set forth hereinabove in Section 10.2, Landlord shall be entitled to receive the entire award except for that portion (bhereinafter referred to as the “Restoration Portion”) At of the time award necessary for the Restoration, which Landlord shall promptly deliver to Tenant upon receipt, or any portion of any disbursementthe award applicable to Tenant’s fixtures. If the entire award is insufficient for the Restoration, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which then the Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding fund the hard and soft cost balance of the work amount required for Restoration and costs incurred since continue in the last disbursement upon receipt Lease. The term “Restoration” herein means the restoration of (1) satisfactory evidencethe remaining portions of the Premises, including architects’ certificates any and all Improvements made theretofore, together with the remaining portions of the stage of completion, parking areas and other common areas of the estimated cost of completion and of performance of Premises, to an architectural whole in substantially the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify same condition that the amounts disbursed from time same were in prior to time are represented by work such taking. In the event that Tenant is completed in place or delivered obligated to restore the site Premises under this Article IX and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) said restoration affects more than ten percent (10%) of the cost incurred in connection therewith, warehouse building or (ii) that no Event requires Tenant to fund the balance of Default exists and no mechanics’ or materialmen’s Liens any amount required for Restoration, then Tenant shall have been filed and the right to elect by written notice to Landlord within thirty (30) days of the date of the condemnation, to extend the then current Term of the Lease through a date specified in such notice as necessary to ensure that sufficient years remain undischarged or unbondedin the then existing Term of the Lease, and as of the date of both (iiii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon substantial completion of the work shallrestoration and (ii) Tenant’s ability to operate its business once again in the Premises, in additionorder to fully depreciate the restored Improvements, state that the work that is the subject to annual rent increases for such extension of the request for disbursement has been substantially completed and complies with term at two percent (2%) per annum. This right to extend the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund Term shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fundin addition to any remaining Option Terms. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The If, at any time during the Term, the Premises is damaged or destroyed by a fire or other casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises (the “Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) Period”). If the cost of Restoration will Period is estimated to exceed 12 months after the Threshold Amount, prior to commencement discovery of the damage (the “Maximum Restoration the architects, general contractor(sPeriod”), and plans and specifications Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration shall Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted treated as a current Operating Expense except to the extent the cost thereof is excluded from Operating Expenses pursuant to Section 5 hereof), promptly restore the Premises (including the Tenant Improvements but excluding any improvements or Alterations installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed for Tenant to obtain any license, clearance or other authorization of any kind required by Legal Requirements to be obtained by Tenant for Landlord to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the plans Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and specifications depict a Restoration which this Lease shall terminate as of the date that is substantially similar 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. In the event that this Lease terminates pursuant to the Improvements and Equipment which existed prior to the occurrence provisions of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required this Section 18 as a result of current zoning and building code requirements. (b) At the time of any disbursementan earthquake, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail not be required to provide affirmative title pay any deductibles applicable thereto as part of Operating Expenses. Notwithstanding anything to the contrary contained herein, if the Novartis Lease terminates pursuant to the provisions of Section 18 of the Novartis Lease then this Lease shall terminate concurrently with the termination of the Novartis Lease. If this Lease is not terminated by Landlord or Tenant pursuant to the immediately preceding paragraph, Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance coverage. proceeds, from Force Majeure (cas defined in Section 34) Disbursements events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord; provided, however, that Tenant shall nonetheless (and even if Tenant does not re-enter the Premises) continue to be responsible for all of its obligations under the Lease. Notwithstanding the foregoing, Landlord may terminate this Lease if the Premises are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 3 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be made abated from time to time the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in an amount not exceeding the hard and soft cost proportion which the area of the work and costs incurred since Premises, if any, which is not usable by Tenant bears to the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates total area of the stage Premises. In the event that no Hazardous Material Clearances are required to be obtained by Tenant with respect to the Premises, rent abatement shall commence on the date of completion, discovery of the estimated cost damage or destruction. Such abatement shall be the sole remedy of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waiversTenant, and (3) other reasonable evidence except as provided in this Section 18, Tenant waives any right to terminate the Lease by reason of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place damage or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements casualty loss. The provisions of this Lease. The Trustee shall not release funds from the Restoration Fund unless , including this Section 18, constitute an express agreement between Landlord and until it has received a written authorization from Landlord approving such releaseTenant with respect to any and all damage to, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied or destruction of, all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a or any part of the Restoration Fund. (g) At all times the undisbursed balance Premises, or any other portion of the Restoration Fund held by the TrusteeProject, plus and any funds contributed thereto by Xxxxxx, at its option, statute or regulation which is now or may hereafter be in effect shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide have no application to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of this Lease or any damage or destruction to all Liens. (h) In addition, prior to commencement of Restoration and at or any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount part of the Net Proceeds Premises or any other portion of the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determinationProject, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund Subject to the terms of Section 7.1, if neither Landlord nor Tenant elects to terminate this Lease, then this Lease shall continue in force and, if such taking or damage is of or to the Premises, a just proportion of the Rent reserved, according to the nature and extent of the damages sustained by the Premises, shall be disbursed suspended or abated until the Premises, or what may remain thereof, shall be put by Landlord in proper condition for use, which Landlord covenants to do with reasonable diligence (subject to delays which result from any cause beyond the reasonable control of Landlord) to the extent permitted by the Trustee net proceeds of insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws or ordinances then in accordance with existence. Should the following conditions: (a) If net proceeds of insurance recovered or damages awarded be insufficient to cover the cost of Restoration will exceed restoring the Threshold AmountPremises, prior to commencement in the reasonable estimate of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval the Landlord may, but shall not be unreasonably withheld have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or delayed, and which approval shall be granted the Landlord may terminate the Lease by giving notice to the extent that Tenant not later than a reasonable time after the plans Landlord has determined the estimated net proceeds of insurance recovered or damages awarded and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence estimated cost of the casualty such restoration. In case of damage or Takingdestruction, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At a risk which is not covered by the Landlord’s insurance, the Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless the Landlord, within a reasonable time after the occurrence of any disbursementsuch event, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which gives written notice to the Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt Landlord’s election to terminate this Lease. “Net proceeds of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens insurance recovered or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered damages awarded” refers to the site and free and clear gross amount of mechanics’ Lien claims. (d) Each request for disbursement shall be sent such insurance or damages actually received by Tenant to Landlord and to less the Trustee, accompanied by a certificate reasonable expenses of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost Landlord incurred in connection therewithwith the collection of the same, (ii) that no Event of Default exists including without limitation, fees and no mechanics’ or materialmenexpenses for legal and appraisal services. If Landlord’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant restoration work has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed within twelve (12) months after the taking or damage, then Tenant shall have the right to terminate this Lease by giving Landlord written notice of its election to do so within thirty (30) days after the end of such twelve (12) month period, and complies with if Tenant timely gives such notice, this Lease shall terminate on the applicable requirements of this Lease. The Trustee shall not release funds from date which is thirty (30) days after the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all date of the requirements set forth giving of such notice, unless Landlord’s restoration work is substantially completed within such thirty (30) day period, in this Paragraph 15 in connection with which event such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund termination notice shall be held by the Trustee null and void and this Lease shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fundcontinue in full force and effect. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of any Property or Properties affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required as to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees). (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title insurance coveragefile and record the release and Lender’s reasonable attorneys’ fees). (c) Disbursements shall be made from time If Borrower elects to time in an amount not exceeding undertake the hard and soft cost Restoration of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidencea Property or Properties pursuant to Section 5.4(a), including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens Borrower shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% of ninety (90) days after such Casualty occurs) and shall diligently pursue the expected repair cost, other than general conditions, until same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration is 50% complete). (f) The Restoration Fund shall to be held by the Trustee in compliance with and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At permitted under all times the undisbursed balance of the Restoration Fund held by the Trusteeapplicable Legal Requirements and such Property, plus any funds contributed thereto by Xxxxxx, at its optionafter Restoration, shall be not less than of the same character as prior to such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Renovation Standards and (iv) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess which budget shall be paid by Tenant reasonably acceptable to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordLender.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost total Proceeds for any Destruction Event are $500,000.00 or less and there is no Event of Default in effect, Lender will disburse to Borrower the entire amount received by Lender and Borrower will commence and complete Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementspromptly. (b) At If the time of Proceeds for any disbursementDestruction Event exceed $500,000.00 and Lender elects or is obligated by Law or under this Article to make the Proceeds available for Restoration, no Event of Default shall exist Lender will disburse the Proceeds and no mechanics’ or materialmenany Additional Funds (the “Restoration Funds”) upon Borrower’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidencerequest as Restoration progresses, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner generally in accordance with the contracts and the plans and specificationsnormal construction lending practices for disbursing funds for construction costs, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify provided that the amounts disbursed from time to time following conditions are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.met: (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) Borrower commences Restoration promptly after the cost incurred Destruction Event and completes Restoration on or before the Restoration Completion Date in connection therewith, each case subject to force majeure; (ii) that no Event of Default exists if Lender requests, Borrower delivers to Lender prior to commencing Restoration, for Lender’s approval, plans and no mechanics’ or materialmen’s Liens shall have been filed specifications and remain undischarged or unbonded, and a detailed budget for the Restoration; (iii) that Tenant has not previously received payment for such work or expense; the certificate Borrower delivers to be delivered by Tenant upon completion Lender satisfactory evidence of the work shall, in addition, state that costs of Restoration incurred prior to the work that is the subject date of the request, and such other documents as Lender may request for disbursement has been substantially completed including mechanics’ lien waivers and complies with the applicable requirements title insurance endorsements; (iv) Borrower pays all costs of this Lease. The Trustee shall Restoration whether or not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such releaseFunds are sufficient and, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair costat any time during Restoration, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times Lender determines that the undisbursed balance of the Restoration Fund held Funds is insufficient to complete Restoration, Borrower deposits with Lender, as part of the Restoration Funds, an amount equal to the deficiency within 30 days of receiving notice of the deficiency from Lender; and (v) there is no Event of Default at the time Borrower requests funds or at the time Lender disburses funds. (c) If an Event of Default occurs at any time after the Destruction Event, then Lender will have no further obligation to make any remaining Proceeds available for Restoration and may apply any remaining Proceeds as a credit against any portion of the Debt selected by Lender in its sole discretion. (d) Lender may elect at any time prior to commencement of Restoration or while work is in progress to retain, at Borrower’s expense, an independent engineer or other consultant to review the plans and specifications, to inspect the work as it progresses and to provide reports. If any matter included in a report by the Trusteeengineer or consultant is unsatisfactory to Lender, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost Lender may suspend disbursement of completing the Restoration Funds until the unsatisfactory matters contained in the report are resolved to Lender’s satisfaction. (e) If Borrower fails to commence and complete Restoration in accordance with the terms of this Article, then in addition to the Remedies, Lender may elect to restore the Improvements on Borrower’s behalf and reimburse itself out of the Restoration Funds for costs and expenses incurred by Lender in restoring the Improvements, or Lender may apply the Restoration Funds as reasonably estimated a credit against any portion of the Debt selected by XxxxxxLender in its sole discretion. (f) Lender may commingle the Restoration Funds with its general assets and will not be liable to pay any interest or other return on the Restoration Funds unless otherwise required by Law. Lender will not hold any Restoration Funds in trust. Lender may elect to deposit the Restoration Funds with a depositary satisfactory to Lender under a disbursement and security agreement satisfactory to Lender. (g) Borrower will pay all of Lender’s expenses incurred in connection with a Destruction Event or Restoration. If Borrower fails to do so, provided that Tenant shall provide then in addition to Landlord the basis for such estimateRemedies, in reasonable detail, promptly after Landlord’s request therefor), free and clear Lender may from time to time reimburse itself out of all Liensthe Restoration Funds. (h) In addition, prior to commencement of Restoration and at If any time during excess Proceeds remains after Restoration, if Lender may elect, in its sole discretion either to apply the estimated cost of Restoration, excess as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; credit against any portion of a Net Award remaining after completion of Restoration with respect the Debt as selected by Lender in its sole discretion or to a Taking shall be paid deliver the excess to LandlordBorrower.

Restoration. (a) All amounts received by the Beneficiary pursuant to Section 5 or Section 10 hereof may either be held in a restoration fund (the "Restoration Fund") by the Beneficiary or, if it refuses to serve, a bank or trust company appointed by the Beneficiary which has a combined capital and surplus of not less than $100,000,000, as restoration fund trustee (the "Restoration Fund Trustee"), with any additions thereto that may be required by the Beneficiary as hereinafter provided. The interest or income, if any, received on all deposits or investments of any moneys in the Restoration Fund shall be disbursed by added to the Restoration Fund. If the Beneficiary consents to the deposit of such funds in an interest-bearing account or otherwise consents to the investment of such funds, neither the Beneficiary nor the Restoration Fund Trustee shall be liable or accountable for any loss resulting from any such deposit or investment, or for any withdrawal, redemption or sale of deposits or investments. The Beneficiary and the Restoration Fund Trustee may impose reasonable charges for services performed in managing the Restoration Fund and may deduct such charges therefrom. Restoration shall be performed only in accordance with the following conditions: : (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of restoration and from time to time during restoration, the Beneficiary may require the Grantor to deposit additional moneys into the Restoration Fund in amounts which in the architectsBeneficiary's judgment are sufficient to defray all costs to be incurred to complete the restoration and all costs associated therewith, general contractor(s)including labor, materials, architectural and design fees and expenses and contractor's fees and expenses, and the Beneficiary shall have approved a budget and cost breakdown for the restoration, together with a disbursement schedule, in detail satisfactory to the Beneficiary; (ii) prior to commencement of restoration, the Grantor shall provide satisfactory evidence of rental loss insurance payments sufficient to replace any rents that are reduced or abated during the projected restoration period or shall deposit additional funds in the Restoration Fund to compensate for any shortfall in projected debt service payments during the restoration period, in the Beneficiary's reasonable discretion; (iii) prior to commencement of restoration, the contracts, contractors, plans and specifications for the Restoration restoration shall have been approved by the Beneficiary and all Governmental Authorities having jurisdiction, and the Beneficiary shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, provided with satisfactory title insurance and which approval acceptable surety bonds insuring satisfactory completion of the restoration and the payment of all subcontractors and materialmen; (iv) all restoration work shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Takingdone under fixed price contracts, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. fully bonded; (bv) At at the time of any disbursement, no an Event of Default Default, or any event or condition which with the passage of time or the giving of notice, or both, would constitute an Event of Default, shall exist and not have occurred, no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail and an endorsement to provide affirmative its title insurance coverage. policy, satisfactory to the Beneficiary, shall have been delivered to the Beneficiary; (cvi) Disbursements disbursements from the Restoration Fund shall be made from time to time in an amount time, but not exceeding more frequently than once each calendar month, for completed work under the hard aforesaid contracts (subject to retainage) and soft cost of for other costs associated therewith and approved by the work and costs incurred since the last disbursement Beneficiary, upon receipt of (1) evidence satisfactory evidence, including architects’ certificates to the Beneficiary of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts contracts, plans and specifications as approved by the Beneficiary; (vii) the Grantor will pay the cost of the Beneficiary's inspecting architect or engineer and the plans cost of any attorney's fees and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that disbursements incurred by the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Beneficiary in connection with such release. restoration; (eviii) The Trustee the Beneficiary shall have the option to retain a commercially reasonable retainage amount up to ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing all work until the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restorationrestoration is fully completed, as reasonably determined by the Beneficiary, and all occupancy permits therefor have been issued; (vix) the Beneficiary may impose such other reasonable conditions, including a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Awardrestoration schedule, as applicable, are customarily imposed by construction lenders to assure complete and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option lien-free restoration; and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the (x) any sum remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration restoration shall, at the Beneficiary's option, be applied to any part of the Obligations and in any order (notwithstanding that any of such Obligations may not then be due and payable) or be paid to the Grantor. (b) If within a reasonable period of time after the occurrence of any loss or damage to the Property, the Grantor shall not have submitted to the Beneficiary and received the Beneficiary's approval of plans and specifications for the repair, restoration or rebuilding of such loss or damage or shall not have obtained approval of such plans and specifications from all Governmental Authorities whose approval is required, or if, after such plans and specifications are approved by the Beneficiary and by all such Governmental Authorities, the Grantor shall fail to commence promptly such repair, restoration or rebuilding, or if thereafter the Grantor fails to carry out diligently such repair, restoration or rebuilding or is delinquent in the payment to mechanics, materialmen or others of the costs incurred in connection with respect such work, or if any other condition of this Section is not satisfied within a reasonable period of time after the occurrence of any such loss or damage, then the Beneficiary, or any lawfully appointed receiver of the Property, in addition to all other rights herein set forth, and, after giving the Grantor thirty (30) days written notice of the nonfulfillment of one or more of the foregoing conditions may, failing the Grantor's fulfillment of said conditions within said thirty (30) day period, at the Beneficiary's option, (i) declare that an Event of Default has occurred and/or apply all proceeds to the payment of any Obligations, and/or (ii) may perform or cause to be performed such repair, restoration or rebuilding, and may take such other steps as they deem advisable to carry out such repair, restoration or rebuilding, and may enter upon the Property for any of the foregoing purposes, and the Grantor hereby waives, for itself and all others holding under it, any claim against the Beneficiary and such receiver (other than a casualty claim based upon the alleged gross negligence or intentional misconduct of the Beneficiary or any such receiver) arising out of anything done by them or any of them pursuant to this Section, and the Beneficiary may in its discretion apply any insurance or condemnation proceeds held by it to reimburse itself and/or such receiver for all amounts expended or incurred by it in connection with the performance of such work, including attorney's fees, and any excess costs shall be paid by the Grantor to Tenant; any portion of a Net Award remaining after completion of Restoration with respect the Beneficiary and the Grantor's obligation to a Taking pay such excess costs shall be paid secured by the Lien of this Deed of Trust and shall bear interest at the Default Rate, until paid. (c) The Grantor waives any and all right to Landlordclaim or recover against the Beneficiary, its officers, employees, agents and representatives, for loss of or damage to the Grantor, the Property, the Grantor's property or the property of others under the Grantor's control from any cause insured against or required to be insured against by the provisions of this Deed of Trust.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost Premises are damaged by fire or other casualty, or if the Building is damaged such that Tenant is deprived of Restoration will exceed reasonable access to the Threshold AmountPremises, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration damage shall be approved repaired by Landlord, which approval to substantially the condition of the Premises prior to the damage, subject to the provisions of any Mortgage or Superior Lease, but Landlord shall not be unreasonably withheld have no obligation to repair or delayedrestore (i) Tenant’s Property, and which approval shall be granted or (ii) except as provided in Section 11.3(b), any Alterations or improvements to the Premises to the extent that such Alterations or improvements exceed Building Standard Installations (“Above Building Standard Installations”). So long as Tenant is not in default beyond applicable grace or notice provisions in the plans payment or performance of its obligations under this Section 11.3, and specifications depict a provided Tenant timely delivers to Landlord either Tenant’s Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter defined) or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Above Building Standard Installations, then until the restoration of the Premises is Substantially Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Payment shall be reduced in the proportion by which the area of the part of the Premises which is substantially similar not usable (or accessible ) and is not used by Tenant bears to the Improvements and Equipment which existed prior to the occurrence total area of the casualty Premises. This Article 11 constitutes an express agreement governing any case of damage or Takingdestruction of the Premises or the Building by fire or other casualty, whichever is applicable. Landlord will not withhold its consent and Section 227 of the Real Property Law of the State of New York, which provides for variations to such contingency in the Improvements required as a result absence of current zoning an express agreement, and building code requirementsany other law of like nature and purpose now or hereafter in force, shall have no application in any such case. (b) At As a condition precedent to Landlord’s obligation to repair or restore any of Tenant’s Above Building Standard Installations, Tenant shall (i) pay to Landlord upon demand a sum (“Tenant’s Restoration Payment”) equal to the time amount, if any, by which (A) the cost, as estimated by a reputable independent contractor designated by Landlord, of any disbursementrepairing and restoring all Alterations and Initial Installations in the Premises to their condition prior to the damage, no Event exceeds (B) the cost of Default shall exist restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security (the “Restoration Security”) in form and no mechanics’ or materialmenamount reasonably acceptable to Landlord to secure Tenant’s Liens shall have been filed and remain undischarged or unbonded or for which obligation to pay all costs in excess of restoring the Premises with Building Standard Installations. If Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time deliver to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of Landlord either (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens Tenant’s Restoration Payment or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net AwardSecurity, as applicable, or (2) a waiver by Tenant, in form satisfactory to Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building Standard Installations, in either case within 15 days after Landlord’s demand therefor, Landlord shall have no obligation to restore any Above Building Standard Installations and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option abatement of Fixed Rent, Tenant’s Tax Payment and determination, Tenant’s Operating Payment shall cease when the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion restoration of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; Premises (other than any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordAbove Building Standard Installations) is Substantially Complete.

Restoration. The Restoration Fund If a casualty causes damage to the Premises but this Lease is not terminated for any reason, then subject to the rights of any mortgagees or ground lessors, Landlord shall be disbursed obtain the applicable insurance proceeds and diligently restore the Premises to substantially their prior condition, except for modifications required by then applicable Governmental Requirements; provided, however, that, within ten (10) days following notice to Tenant from Landlord (whether or not this Lease is terminated pursuant to Section 9.1 above), Tenant shall irrevocably and unconditionally assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under Section 8.3(b) above which pertain to the Trustee repair and restoration of the leasehold improvements in accordance with the following conditions: (a) If Premises, including any leasehold improvements performed by or on behalf of Tenant pursuant to Section 5 above; and provided further, that if the cost of Restoration will exceed repair and restoration by Landlord of the Threshold Amountleasehold improvements in the Premises exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, the cost of such repair and restoration shall be promptly paid by Tenant to Landlord, but in any event prior to Landlord's commencement of repair of the Restoration damage. Notwithstanding the architectsforegoing, general contractor(s)Landlord shall have no obligation with respect to, and plans and specifications for the Restoration if Landlord elects or is required to perform any restoration hereunder, Tenant shall be approved by Landlordresponsible for and shall, which approval shall not be unreasonably withheld repair and replace at its sole cost all of Tenant's equipment, furniture, trade fixtures and other personal property in the Premises, including, without limitation, any telecommunications wires, cables and related devices located in or delayed, and which approval serving the Premises. Rent shall be granted abated on a per diem basis during the restoration for any portion of the Premises which is untenantable, except to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of (a) the casualty was caused by the gross negligence or Takingintentional misconduct of Tenant, whichever its agents, employees, contractors, subtenants or assignees, (b) Landlord is applicable. Landlord will not withhold its consent for variations to delayed in completing the Improvements required repair or restoration as a result of current zoning and building code requirements. (b) At the time any act, omission, neglect or failure of Tenant or any disbursementof Tenant's agents, no Event of Default shall exist and no mechanics’ employees, contractors or materialmen’s Liens shall have been filed and remain undischarged subcontractors or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements provided the same does not result from Landlord's breach of its obligations under Section 8.5 above, Landlord does not receive insurance proceeds sufficient to cover the rent interruption during such period. Tenant shall not be made entitled to any compensation or damages from time to time in an amount not exceeding the hard and soft cost Landlord for loss of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates use of the stage Premises, damage to Tenant's personal property and trade fixtures or any inconvenience occasioned by such damage, repair or restoration. Tenant hereby waives the provisions of completionSection 1932, Subdivision 2, and Section 1933, Subdivision 4, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts California Civil Code, and the plans and specifications, (2) partial releases provisions of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsany similar law hereinafter enacted. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the Building of which the Premises are a part is damaged as the result of an event of casualty, then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines that: (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (ii) any Mortgagee (defined in Section 13.1) requires that the insurance proceeds be applied to the payment of the mortgage debt; or (iii) proceeds necessary to pay the full cost of Restoration will exceed the Threshold Amountrepair are not available from Landlord’s insurance, prior including without limitation earthquake insurance. Should Landlord elect not to commencement repair the damage for one of the Restoration preceding reasons, Landlord shall so notify Tenant in the architects, general contractor(s“Casualty Notice” (as defined below), and plans and specifications for this Lease shall terminate as of the Restoration shall be approved by Landlorddate of delivery of that notice. If Landlord has the right to terminate this Lease pursuant to this Section 11.1(a), which approval Landlord agrees to exercise such right in a nondiscriminatory fashion among tenants in the Building. Consideration of the following factors in arriving at its decision shall not be unreasonably withheld or delayeddeemed discriminatory: length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord’s plans to repair and restore Common Areas serving the Premises, Landlord’s plans for repair and restoration of the Building, and which approval shall be granted other factors (other than the rental rates payable under the leases in question) relevant to Landlord’s decision as long as they are applied to Tenant in the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required same manner as a result of current zoning and building code requirementsother tenants. (b) At As soon as reasonably practicable following the time casualty event but not later than 60 days thereafter, Landlord shall notify Tenant in writing (“Casualty Notice”) of any disbursementLandlord’s election, no Event if applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds 180 days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail the Premises, then either party may elect to provide affirmative title insurance coverageterminate this Lease by written notice to the other within 10 days following delivery of the Casualty Notice. (c) Disbursements In the event that neither Landlord nor Tenant terminates this Lease pursuant to Section 11.1(b), Landlord shall be made from time repair all material damage to time the Premises or the Building as soon as reasonably possible and this Lease shall continue in an amount not exceeding effect for the hard and soft cost remainder of the work and Term. Upon notice from Landlord, Tenant shall assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any Alterations. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs incurred since that are determined during the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work repairs to date in a good such Alterations. However, notwithstanding the foregoing, if Tenant has maintained the insurance required to be maintained by Tenant pursuant to the terms of Exhibit D of this Lease throughout the Term, and workmanlike manner in accordance if the proceeds from the insurance required to be maintained by Tenant with respect to the contracts Alterations have been paid to Landlord prior to Landlord commencing repair of the Alterations, then Landlord agrees Tenant shall not be required to pay any deficiency between the estimated or actual Alteration repair costs and the plans and specifications, (2) partial releases insurance proceeds received by Landlord from Tenant’s insurance until after substantial completion of Liens or conditional Lien waiversthe repairs to the Alterations, and (3) other reasonable evidence such sums shall be payable by Tenant within 15 days after demand of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLandlord. (d) Each request for disbursement From and after the casualty event, the rental to be paid under this Lease shall be sent abated in the same proportion that the Floor Area of the Premises that is rendered unusable by Tenant the damage from time to Landlord and time bears to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion total Floor Area of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releasePremises. (e) The Trustee shall retain a commercially reasonable retainage amount Notwithstanding the provisions of subsections (a), (b) and (c) of this Section 11.1, but in no event less than 5% of the expected repair costsubject to Section 10.4, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated any repairs shall be borne by XxxxxxTenant, provided that and Tenant shall provide not be entitled to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationrental abatement or termination rights, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant damage is due to the Trustee to be added to the Restoration Fund fault or neglect of Tenant shall fund at or its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordemployees, subtenants, contractors, invitees or representatives.

Restoration. The (i) Amounts made available to the Borrower from the Loss Proceeds Account for Restoration Fund following any Event of Loss shall be disbursed remitted to the Borrower by the Trustee Administrative Agent, in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent event that the plans and specifications depict a Restoration which Net Available Amount is substantially similar less than or equal to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements$1,000,000. (bii) At Amounts made available to the time of Borrower from the Loss Proceeds Account for Restoration following any disbursement, no Event of Default Loss shall exist and no mechanics’ be remitted to the Borrower by the Administrative Agent in the event that the Net Available Amount is greater than $1,000,000 but less than or materialmen’s Liens equal to $2,000,000 if the Independent Engineer shall have been filed delivered to the Administrative Agent and remain undischarged the Collateral Agent a certificate to the effect that the Net Available Amount deposited in the Loss Proceeds Account is sufficient (together with all other monies reasonably expected to be available to the Borrower as determined by the Administrative Agent in consultation with the Independent Engineer), in the reasonable opinion of the Independent Engineer, for such Restoration. Amounts made available to the Borrower for Restoration shall only be utilized for Restoration and, if not so utilized within ninety (90) days (or unbonded or for which Tenant within such longer period as may be necessary to achieve such Restoration as determined by the Independent Engineer), shall fail be used to provide affirmative title insurance coverageprepay the Loans. (ciii) Disbursements Amounts made available to the Borrower from the Loss Proceeds Account for Restoration following any Event of Loss shall be made from time remitted to time the Borrower by the Administrative Agent in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify event that the amounts disbursed from time to time are represented by work that Net Available Amount is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. greater than $2,000,000 if (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (iA) the cost incurred in connection therewithBorrower shall submit a plan for Restoration as soon as commercially practicable, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less more than 5% sixty (60) days after the occurrence of such Event of Loss and the Independent Engineer shall have delivered a certificate to the Administrative Agent and the Collateral Agent to the effect that the Borrower’s plan of Restoration is prudent and sound and the Net Available Amount deposited in the Loss Proceeds Account is sufficient (together with all other monies reasonably expected to be available to the Borrower as determined by the Administrative Agent in consultation with the Independent Engineer), in the reasonable opinion of the expected repair costIndependent Engineer, other than general conditionsfor such Restoration and (B) the Majority Lenders have consented to such use of the Net Available Amount. Amounts made available to the Borrower for Restoration shall only be utilized for Restoration and, until if not so utilized in ninety (90) days after approval of the plan of Restoration is 50% complete). (f) The or within such longer period as may be necessary to achieve such Restoration Fund shall be held as determined by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its optionIndependent Engineer), shall be not less than used to prepay the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all LiensLoans. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of any Property affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to (x) expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) or Taking, whichever is applicable. Landlord will not withhold its consent for variations (y) substitute the Property subject to the Improvements Casualty event with a Substitute Property in accordance with the requirements of Section 2.4.2(a) and (ii) if an Event of Default shall have occurred and be continuing or Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required as by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in an amount equal to the Release Amount for such Property in accordance with Section 2.4.2(c), (D) Borrower shall prepay the Loan in an amount equal to the excess, if any, of the Release Amount for such Property over such Net Proceeds and (E) promptly following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, if any, Lender shall (x) release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (A) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(B) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees) and (y) disburse to Borrower (A) in the case of a substitution of a Substitute Property for such Property, the Net Proceeds paid by the insurance company and (B) in the case of the payment of the Release Amount for such Property, the Net Proceeds paid by the insurance company in excess of the Release Amount for such Property, if any; provided that, during the continuance of a Cash Sweep Period, any such excess Net Proceeds shall instead be delivered to the Cash Collateral Subaccount and disbursed in accordance with Section 6.6.1 and Section 6.6.2. (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. be continuing and, within sixty (c60) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost days of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates date of the stage occurrence of completionsuch Casualty, Borrower delivers to Lender a written undertaking to (x) expeditiously commence and to satisfactorily complete with due diligence the Restoration of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner affected Properties in accordance with the contracts and the plans and specificationsterms of this Agreement, then (2A) partial releases of Liens or conditional Lien waivers, Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (3B) other reasonable evidence Borrower shall conduct the Restoration of cost the affected Properties in accordance with the terms of and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered subject to the site and free and clear conditions of mechanics’ Lien claims. Section 5.4(d) or (dy) Each request for disbursement shall be sent by Tenant to Landlord and substitute the Property subject to the Trustee, accompanied by Casualty event with a certificate Substitute Property in accordance with the requirements of Tenant describing the work, materials or other costs or expenses, for which payment is requested Section 2.4.2(a) and stating (i) the cost incurred in connection therewith, (ii) that no if an Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed occurred and remain undischarged be continuing or unbondedBorrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in an amount equal to the Release Amount for such Property in accordance with Section 2.4.2(c), (D) Borrower shall prepay the Loan in an amount equal to the excess, if any, of the Release Amount for the affected Properties over such Net Proceeds and (iiiE) that Tenant has not previously received payment for such work or expense; the certificate to be delivered promptly following Borrower’s written request and receipt by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount Lender of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid payment by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion Borrower of the Restoration. Any sum amounts set forth in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.clause (D) above, if any, Lender shall

Restoration. The Restoration Fund In case of a Casualty to one or more of the Individual Properties (each, a "Casualty Property"), Grantor, whether or not the insurance proceeds (hereafter "Insurance Proceeds") on account of such Casualty shall be disbursed sufficient for such purpose, at its expense, will promptly commence and complete the restoration, replacement or rebuilding of the Casualty Property as nearly as possible to its value, condition and character immediately prior to such Casualty (such restoration, replacement, and rebuilding, together with any temporary repairs and property protection pending completion of the work, being herein referred to as the "Restoration"), provided, however, in the event that (i) the Restoration adversely affects the cash flow from the Casualty Property in any material respect and cannot reasonably be expected to be completed within a period of twelve (12) months after the date of the Casualty (or, if shorter, by the Trustee date on which the proceeds of business interruption insurance will no longer be available) or (ii) the extent of the damage makes it impracticable in Grantor's good faith business judgment, to restore the Casualty Property to substantially the same condition as existed prior to the Casualty or the Casualty results in the permanent loss of access to the Casualty Property or the Improvements thereon or (iii) the Casualty Property and the use thereof after the Restoration would not be in material compliance with and permitted under all applicable laws, or (iv) the Insurance Proceeds payable on account of such Casualty equal or exceed the Allocated Loan Amount applicable to the Casualty Property, then Restoration shall not be required or permitted and instead the Insurance Proceeds shall be collected and paid over to Beneficiary up to the amount of the Allocated Loan Amount for such Casualty Property (with any excess to be paid to Grantor) and the amount thereof shall be held and applied by Beneficiary (or the Servicer on its behalf in accordance with Section 5.12.3 hereof) (net of any amounts necessary to avoid or eliminate any hazardous condition on the following conditions: Casualty Property or to prevent imminent and substantial physical deterioration of the Casualty Property), (a) If the cost of Restoration will exceed the Threshold Amount, (i) if applied prior to commencement the first day of the Restoration Defeasance Period, to prepayment of the architectsoutstanding principal balance of the Mortgage Note, general contractor(swithout the requirement of a Yield Maintenance Payment, in accordance with Section 2.7 of the Loan Agreement, or (ii) if applied during the Defeasance Period and after the Securitization has occurred, to the purchase of U.S. Obligations in accordance with Section 2.5 and Section 2.9 of the Loan Agreement, or (iii) if applied after the Defeasance Period, to prepayment of the outstanding principal balance of the Mortgage Note, in accordance with Section 2.10 of the Loan Agreement, without the requirement of a Yield Maintenance Payment and (b) to the payment of all other indebtedness which this Deed of Trust secures in such order as is contemplated under the Loan Documents; provided, however, that such prepayment must be in an amount at least equal the greater of (A) the Allocated Loan Amount for such Casualty Property and (B) the Net Sales Proceeds received by Grantor from the sale of the Casualty Property or the part thereof that remains following the Casualty (plus any remaining Insurance Proceeds not previously applied to repayment of the Loan or Restoration), but in no event more than the Release Price of such Casualty Property, regardless of the amount of Insurance Proceeds, and plans and specifications for the Restoration shall be approved payable by Landlord, which approval Grantor (and the amounts described in the immediately preceding parenthetical phrase shall not be unreasonably withheld or delayed, and which approval shall be granted deducted from the Insurance Proceeds to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee same shall not release funds from be sufficient to pay the Restoration Fund unless and until it has received a written authorization from Landlord approving Allocated Loan Amount plus such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% completeinterest). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund a. Funds in excess of $100,000 made available by Mortgagee to Mortgagors for restoration of any of the Mortgaged Property pursuant to the provisions of Article 8 hereof shall be disbursed by the Trustee Mortgagor only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to the commencement of restoration, the Restoration the contracts, contractors, architects, general contractor(s), and plans and specifications for the Restoration restoration shall be have been approved by Landlord, which approval shall not be unreasonably withheld or delayedthe Consulting Professional (as such term is defined in subsection (c) of this Article 9), and which approval the Consulting Professional shall be granted have the right to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence require an acceptable surety bond insuring satisfactory completion of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.restoration; (bii) At at the time of any disbursementdisbursement of the restoration funds, (A) no Event of Default shall exist and then exist, (B) no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative undischarged, except those bonded while being contested and those discharged by the disbursement of the requested restoration funds and (C) a satisfactory continuation of title insurance coverage.on the Real Estate shall be delivered to Mortgagee; (ciii) Disbursements disbursements shall be made from time to time monthly in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of a certificate from an architect approved to do the plans and specifications; (1iv) satisfactory evidencethere shall, at all times, remain adequate funds to complete the restoration so that the remaining amount of available proceeds received from insurance and otherwise pursuant to paragraph (b) below equals or exceeds the contracted cost of construction less the amount paid for work that has been certified as having been completed; (v) such other reasonable conditions may be imposed and as are customarily imposed by construction lenders for borrowers having a similar financial position as then existing for the Mortgagors, including architects’ certificates but not limited to, the maintenance of a policy of builders risk insurance with completed value and extended coverage endorsements and worker's compensation coverage as shall be required by law; and (vi) any restoration funds remaining after the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner application thereof in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts provisions hereof shall be disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that appropriate Mortgagor provided no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed occurred and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to then be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releasecontinuing. (e) The Trustee b. Mortgagors shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than pay the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided restoration to the extent that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, it exceeds the amount of the Net Proceeds insurance proceeds or the Net Award, as applicablecondemnation proceeds awarded. Mortgagors (i) shall evidence to Mortgagee a source of funds to pay for such restoration, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant (ii) agree to the Trustee use said funds to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion complete restoration of the RestorationImprovements. Any sum in the Restoration Fund so added by Mortgagors which remains in the Restoration Fund restoration fund upon the completion of Restoration with respect to a casualty restoration shall be paid refunded to Tenant; any portion Mortgagors. c. The administration of a Net Award remaining after completion the restoration procedures set forth in subsection (a) of Restoration with respect to a Taking this Article 9 shall be delegated by Mortgagee to, and performed by, an independent bonded consulting professional experienced in the administration of such procedures who shall be designated by the appropriate Mortgagor and approved by Mortgagee (the "CONSULTING PROFESSIONAL"). The failure by Mortgagee to approve or disapprove any Consulting Professional proposed by any such Mortgagor within fifteen (15) Business Days following request for such a approval shall be deemed approved by Mortgagee. All fees, costs and expenses of such Consulting Professional shall be borne and timely paid by Mortgagors. d. In the event of any fire or casualty where the cost of repair and restoration of the Mortgaged Property does not exceed $100,000 as determined by Mortgagors' insurance carrier for the Improvements, the proceeds of insurance shall be collected and applied by Mortgagors (rather than disbursed by Mortgagee). e. In the event a Mortgagor receives any condemnation award the actual proceeds of which do not exceed $100,000, such Mortgagor shall retain such amount and use such amount to Landlordthe extent necessary to repair and restore the Mortgaged Property.

Restoration. The Restoration Fund In the case of any damage to or destruction of the Improvements by Casualty, Tenant shall be disbursed by use its best efforts to, within one hundred eighty (180) days of such Casualty, restore the Trustee affected portion of the Improvements (or construct such replacement Improvements as Tenant shall elect in its sole discretion) to substantially the same condition they were in prior to such Casualty, or, if such affected portion is subject to Redevelopment, then to proceed with the development or redevelopment thereof to complete the Redevelopment in accordance with the following conditions: Redevelopment Plans (a) If the cost of “Restoration will exceed the Threshold Amount, prior to commencement of the Work”). The Restoration the architects, general contractor(s), and plans and specifications for the Restoration Work by Tenant shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, commenced promptly following the Casualty and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date performed in a good and workmanlike manner and in accordance with applicable Laws in all material respects. The net proceeds of Tenant’s Property Policy (the “Insurance Proceeds”) shall be applied first to the Restoration Work and then as provided in any Leasehold Mortgage and if there is no Leasehold Mortgage, paid to Tenant. Landlord shall have no interest in any Insurance Proceeds or policies of insurance maintained by Tenant at or which pertain in whole or in part to the Property. Tenant shall be, and any Leasehold Mortgage shall provide that Tenant is, entitled to settle all insurance and other related claims, and to retain and utilize any Insurance Proceeds in accordance with the contracts terms hereof. If, as indicated in the Damage Notice, a substantial portion of the Property is damaged as a result of the Casualty, then, as soon as reasonably practicable following the Casualty, but in any event no later than sixty (60) days after the date of delivery of the Damage Notice to Landlord, Tenant shall deliver to Landlord a written notice (a “Restoration Work Notice”) containing (i) a description of the Restoration Work to be performed and an estimate of the plans reasonable cost to complete such Restoration Work (a “Cost Estimate”), which such description and specifications, (2) partial releases of Liens Cost Estimate shall be prepared by the developer contracted by Tenant to perform the Redevelopment Work or conditional Lien waiversanother developer reasonably acceptable to Landlord, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion an estimate of the work shall, in addition, state that the work that is the subject amount of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees Insurance Proceeds that are or will become available to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Tenant in connection with such release. (e) The Trustee shall retain the Casualty. Notwithstanding anything contained in this Section 11 to the contrary, if a commercially reasonable retainage amount (but in no event less than 5% substantial portion of the expected repair costProperty is damaged and the amount of the Cost Estimate exceeds the amount of Insurance Proceeds that are or will be available to Tenant, other than general conditionsthen, until unless and except if Landlord agrees to fund such shortfall in connection with the Restoration is 50% complete). (f) The Restoration Fund Work, Tenant shall be held by have the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxxright, at its option, shall be not less than the cost to terminate this Lease, it being expressly acknowledged and agreed that all of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added obligations hereunder with respect to the Restoration Fund or Work are subject to Tenant’s receipt of Insurance Proceeds therefor and payment by Landlord of any shortfall amount. Within fifteen (15) days following its receipt of the Restoration Work Notice, Landlord shall notify Tenant in writing whether Landlord agrees to fund such shortfall; any failure of Landlord to timely provide such notice shall be deemed an election by Landlord not to fund the shortfall.] Any right to terminate this Lease pursuant to this Section 11 shall be exercisable by Tenant by delivering written notice thereof to Landlord no later than ninety (90) days following the date of the Casualty; following Tenant’s delivery of such notice, this Lease shall terminate on the last day of the month immediately following the month in which Tenant delivered such notice to Landlord. Notwithstanding any other provision of this Lease to the contrary (but subject to Tenant’s right to terminate this Lease pursuant to this Section 11), Tenant shall fund at its own expense not be entitled to any abatement or other reduction of Rent in connection with such event or the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion period during which Tenant or any occupants of the Restoration. Any sum in Property are unable to utilize the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordProperty for their intended uses.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of Properties affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required as to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees). (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title insurance coveragefile and record the release and Lender’s reasonable attorneys’ fees). (c) Disbursements If Borrower elects to undertake the Restoration a Property or Properties pursuant to Section 5.4(a), (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be made from time of the same character as prior to time such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an amount not exceeding expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the hard Renovation Standards and soft (iv) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceRestoration, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work which budget shall be reasonably acceptable to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLender. (d) Each request for disbursement If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(b), the following provisions shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating apply: (i) the cost incurred in connection therewith, (ii) that no Event Net Proceeds shall be made available to Borrower for Restoration upon the determination of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Lender that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee following conditions are met: (i) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% of ninety (90) days after such Casualty occurs) and shall diligently pursue the expected repair cost, other than general conditions, until the Restoration is 50% complete). same to satisfactory completion; (fii) The Restoration Fund Lender shall be held by satisfied that any operating deficits, including all scheduled payments of principal and interest under the Trustee and shall Note, which will be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration incurred with respect to the Properties as a casualty result of the occurrence of the Casualty, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1 (a) (ii), if applicable, or (3) by other funds of Borrower; (iii) Lender shall be paid satisfied that the Restoration will be completed on or before the earliest to Tenantoccur of (1) the date six (6) months prior to the Stated Maturity Date, as extended pursuant to Section 2.7, (2) the earliest date required for such completion under the terms of any Lease, (3) such time as may be required under applicable Legal Requirements or (4) six (6) months prior to the expiration of the insurance coverage referred to in Section 5.1.1 (a) (ii); any portion of a Net Award remaining (iv) Borrower shall cause the affected Property and the use thereof after completion of the Restoration to be in compliance with respect to a Taking shall be paid to Landlord.and permitted under all applicable Legal Requirements and such Property, after Restoration,

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, if the estimated cost of Restoration, as reasonably determined Premises is damaged or destroyed by a contractor fire or architect mutually selected other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Premises or the Premises (“Restoration Period”). If the Restoration Period is estimated to exceed [***] (“Maximum Restoration Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within [***] calendar days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays (“Restoration Delays”) arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period due to Restoration Delays, then Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 14 calendar days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. Tenant, exceeds at its expense, shall promptly perform, subject to delays arising from the amount collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease if the Premises is damaged during the last year of the Net Proceeds Term and Landlord reasonably estimates that it will take more than 4 months to repair such damage, or the Net Award, as applicable, and Tenant Insurance Payment if insurance proceeds are not available for such Restoration, either, at Tenant’s option and determination, the amount of such excess restoration. Rent shall be paid abated from the date all required Hazardous Material Clearances are obtained until the Premises is repaired and restored, in the proportion that the area of the Premises, if any, that is not usable by Tenant bears to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion total area of the RestorationPremises. Any sum Such abatement shall be the sole remedy of Tenant, and except as provided in the Restoration Fund which remains in the Restoration Fund upon the completion this Section 18, Tenant waives any right to terminate this Lease by reason of Restoration damage or casualty loss. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a casualty any and all damage to, or destruction of, all or any part of the Premises, and any statute or regulation that is now or may hereafter be in effect shall be paid have no application to Tenant; this Lease or any portion damage or destruction to all or any part of a Net Award remaining after completion of Restoration the Premises, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to a Taking shall be paid to Landlordsuch matters.

Restoration. The Restoration Fund If there is a partial taking of any Leased Property and the subject Lease remains in full force and effect pursuant to Section 11.02, Landlord shall furnish to Tenant the amount of the Award payable to Landlord, as provided herein, in order for Tenant to accomplish all necessary restoration. If Tenant receives an Award under Section 11.05, Tenant shall repair or restore any Tenant Improvements up to but not exceeding the amount of the Award payable to Tenant therefor. Before beginning such restoration, or letting any contracts in connection with such restoration, Tenant will submit for Landlord's approval, which approval Landlord will not unreasonably withhold or delay, complete and detailed plans and specifications for such restoration. Promptly after receiving Landlord's approval of the plans and specifications,Tenant will begin such restoration and will prosecute the repairs and rebuilding to completion with diligence, subject, however, to strikes, lockouts, acts of God, embargoes, governmental restrictions, and other causes beyond Tenant's reasonable control. Landlord will make available to Tenant the net proceeds of any Award paid to Landlord for such restoration, after deduction of any costs of collection, including attorneys' fees. Payment will be disbursed made against properly certified vouchers of a competent architect in charge of the work and approved by Landlord. Prior to commencing the Trustee restoration, Tenant shall deliver to Landlord for Landlord's approval a schedule setting forth the estimated monthly draws for such work. Landlord may, however, withhold ten percent (10%) from each payment until the work of restoration is completed and proof has been furnished to Landlord that no lien or liability has attached or will attach to the Leased Property or to Landlord in connection with such restoration. Upon the completion of restoration and the furnishing of such proof, the balance of the Award will be paid to Tenant. Tenant will obtain and deliver to Landlord a temporary or final certificate of occupancy before the Leased Property is reoccupied for any purpose. Tenant shall complete such restoration free and clear of mechanic's or other liens, and in accordance with the following conditions: (a) If building codes and all applicable laws, ordinances, regulations, or orders of any state, municipal, or other public authority affecting the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s)restoration, and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner also in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion all requirements of the work shallinsurance rating organization, in addition, state that the work that is the subject or similar body. Any remaining proceeds of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving Award after such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaserestoration will be Tenant's property. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If Reference is made to Paragraphs 6.4 and 26.2 of the Lease. Notwithstanding anything therein to the contrary, but subject to subparagraph (b) below, Landlord may require that Tenant reimburse Landlord for the reasonable cost of demolishing the office improvements in the FONS Premises upon the expiration or sooner termination of the Term of the Lease, and restoring the entire FONS Premises to shell warehouse condition, repairing any damage caused by such demolition and restoration, provided that such demolition is not to prepare the FONS Premises for fit out for office use or uses other than warehouse (all such demolition, restoration and repair collectively referred to as the “Restoration”). Landlord must perform the Restoration within the six (6) month period following the Termination Date (“Restoration Period”) in order to be entitled to reimbursement. To secure its obligation under this paragraph, Tenant shall deposit with Landlord, not later than ten (10) days after the execution and delivery of this Amendment, an irrevocable letter of credit in the amount of $241,375.00 (the “Restoration LOC”). The Restoration LOC must comply with, and shall be governed by the terms of, Paragraph 5.2 of the Lease; except that (i) the reduction provisions of Paragraph 5.2.1 will not apply, (ii) the “End Date,” as that term is defined in Paragraph 5.2.3 of the Lease and as applied to the Restoration LOC, may not be not earlier than seven (7) months after the Termination Date, and (iii) Paragraph 5.2.8 will not apply. The total amount due by Tenant for the cost of the Restoration will shall not exceed the Threshold Amount, prior to commencement amount of the Restoration the architects, general contractor(s)LOC. The letter of credit must be in form acceptable to Landlord and its counsel. Said letter of credit is in addition to, and plans and specifications not in lieu of, the letter of credit provided for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence in Paragraph 5.2 of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsLease. (b) At Landlord shall only perform the time Restoration should it determine, in its reasonable discretion, after engaging a third party reputable real estate broker familiar with the area to market and show the Premises to potential tenants. Landlord shall engage the broker as soon as reasonably practical after Tenant has not exercised its option to renew the Lease or within 12 months of any disbursementtermination of the Lease. In the event that the Landlord is unable, no Event using good faith and due diligence, to obtain a tenant for the Premises, and Landlord determines that the Restoration is necessary or desirable in connection with the optimal re-leasing of Default the FONS Premises, Landlord may elect to demolish all or part of the office improvements. Prior to performing the Restoration, Landlord shall exist provide Tenant with its estimate of the cost and no mechanics’ or materialmen’s Liens shall have been filed schedule thereof, and remain undischarged or unbonded or for which Tenant shall fail be afforded the opportunity to perform the Restoration, at its sole cost, if it demonstrates to Landlord’s reasonable satisfaction that Tenant can perform the restoration at a cost lower than Landlord’s estimate and complete same within the same time period. If Landlord performs the Restoration, Landlord shall provide affirmative title insurance coverage. Tenant evidence of the cost thereof by written notice (cwith reasonable supporting documentation) Disbursements shall be made delivered not later than the end of the Restoration Period, and Landlord may then draw on the Restoration LOC if Tenant does not object to costs within ten (10) days of its receipt from time to time Landlord. Upon (i) Landlord’s receipt of reimbursement in an amount not exceeding full for the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceRestoration, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmenTenant’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Restoration and demonstration to Landlord’s reasonable satisfaction that the work that cost thereof has been fully paid and the Building is the subject free of any mechanics’ liens arising out of the request for disbursement has been substantially completed and complies with Restoration, Landlord shall return the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part unused portion of the Restoration Fund. (g) At all times LOC to Tenant. If Landlord does not perform the undisbursed balance Restoration during the Restoration Period and timely notify Tenant of the Restoration Fund held by the Trusteecost thereof, plus any funds contributed thereto by Xxxxxx, at its option, Landlord shall be not less than the cost of completing return the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid LOC to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas, subject to the following provisions. Such restoration shall be disbursed by to substantially the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent same condition that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty Casualty, except for modifications required by Law or Taking, whichever is applicable. Landlord will not withhold its consent for variations any other modifications to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed Common Areas deemed desirable by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the TrusteeNotwithstanding Section 13.04, plus any funds contributed thereto by Xxxxxxupon notice from Landlord, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide assign or endorse over to Landlord the basis for such estimate, in reasonable detail, promptly after (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s request therefor), free and clear of all Liens. (h) In addition, prior insurance with respect to commencement of Restoration and at any time during Restoration, Leasehold Improvements; provided if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, to repair such Leasehold Improvements exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at insurance proceeds received by Landlord from Tenant’s option and determinationinsurance carrier, the amount excess cost of such excess repairs shall be paid by Tenant to the Trustee Landlord prior to be added to the Restoration Fund or Landlord’s commencement of repairs. Within fifteen (15) days after demand, Tenant shall fund also pay Landlord for any additional excess costs that are determined during the performance of the repairs to such Leasehold Improvements. In no event shall Landlord be required to spend more for the restoration of the Premises and Common Areas than the proceeds received by Landlord, whether from Landlord’s insurance proceeds or proceeds from Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to Xxxxxx’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall xxxxx for the portion of the Premises that is untenantable and not used by Tenant. Notwithstanding the foregoing, Landlord may, at its own expense election, require Tenant to perform the costs of such Restoration until the remaining Restoration Fund is sufficient restoration work for the completion Leasehold Improvements, in which event Tenant shall be responsible for performing the restoration work (including any revisions thereto that Tenant may wish to make, pursuant to plans approved by Landlord under Section 8) and the rent abatement period under the preceding sentence shall not exceed the period of time required to diligently perform the restoration of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordexisting Leasehold Improvements.

Restoration. The Restoration Fund Tenant shall be disbursed by return the Trustee Leased Premises to Landlord at the expiration or earlier termination of this Lease in accordance with the following conditions: good and sanitary order, condition and repair, free of rubble and debris, broom clean, reasonable wear and tear excepted. However, Tenant shall ascertain from Landlord at least thirty (a30) If the cost of Restoration will exceed the Threshold Amount, days prior to commencement the termination of this Lease, whether Landlord desires the Restoration Leased Premises, or any part thereof, restored to its condition prior to the architectsmaking of any alterations, general contractor(sinstallations and improvements (whether or not permitted hereunder), and plans if Landlord shall so desire, then Tenant shall forthwith restore said Leased Premises or the designated portions thereof as the case may be, to its original condition, entirely at its own expense, excepting normal wear and specifications for tear. All damage to the Restoration Leased Premises caused by the removal of such trade fixtures and other personal property that Tenant is permitted to remove under the terms of this Lease and/or such restoration shall be approved repaired by LandlordTenant at its sole cost and expense prior to termination. Notwithstanding the foregoing, which approval Tenant shall be required to remove all telephone, data and network communication wires, cables and lines (collectively, "Wires") in the Leased Premises or anywhere in the Building, including the conduits and risers of the Building, by the expiration or sooner termination of the Term of this Lease, unless such work is not be unreasonably withheld or delayedrequired under applicable Law and provided that Tenant complies with all applicable Laws with respect to leaving the Wires in place, including, without limitation, identifying and labeling all Wires for future use, and which approval shall be granted to the extent that the plans and specifications depict in any event providing Landlord with a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence written description of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, Wires accompanied by a certificate plan showing the current type, quantity, points of Tenant describing the work, materials or other costs or expenses, for which payment is requested commencement and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedtermination, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion routes of the work shall, in addition, state that Wires to allow Landlord to determine if Landlord desires to retain same or to discard the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releasesame. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If the Property or the Premises, or any ----------- part thereof, other than improvements and buildings on Expansion Areas, is damaged by fire or other casualty during the term of this Lease, and this Lease is not terminated pursuant to section 11.2 hereof, Landlord shall be disbursed by ------------ repair such damage and restore the Trustee Property and the Premises expeditiously to the extent commercially reasonable, subject to force majeure, in accordance with all laws and to substantially the following conditions: same condition in which the Property and the Premises existed before the occurrence of such fire or other casualty (a) If the cost excluding any improvements made by or on behalf of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration Tenant which shall be approved restored by LandlordTenant) and this Lease shall, which approval subject to this section 11.1, remain in full force and effect. Landlord shall not be unreasonably withheld ------------ obligated to repair any damage to, or delayedto make any replacement of, any movable furniture, equipment, trade fixtures or personal property in the Premises. Tenant shall not be entitled to any reduction or abatement in rent. Landlord and Tenant shall reasonably cooperate with each other to mitigate any material interference with their respective operations on the Property through temporary relocations if reasonably practical, or other measures designed to mitigate the adverse effect of such casualty event. If any improvements or buildings located on the Expansion Area are damaged by fire or other casualty during the term of this Lease, Tenant shall as soon as practicable, render such Expansion Area safe and shall promptly repair such damage and restore the Expansion Area and all buildings and improvements thereon to substantially the same condition as existed before the occurrence of such fire or other casualty or, Tenant may elect to terminate the Lease with respect to such Expansion Area and release in writing any and all rights it may have in and to the Expansion Area including without limitation, any rights under section 7.5 hereof in which approval ----------- event Tenant shall be granted raze the buildings and other improvements thereon, clean all debris, render the site safe and sightly, provide documentation reasonably required by Landlord that the Expansion Area is in compliance with all laws and, to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment reasonably practicable, restore any prior landscaping, sod, parking areas, drives or other improvements which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirementsTenant's construction. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold AmountIf, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restorationthe Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration Period”), Tenant may elect to terminate this Lease by delivery of written notice to Landlord within 5 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Tenant may by written notice to Landlord delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or restoration and this Lease shall terminate as of the date that is 60 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to such election by Tenant. Notwithstanding anything to the contrary contained in this Section 18, if the estimated cost of Restoration, as reasonably determined Premises or the Project is damaged or destroyed by a contractor casualty which is not covered by Landlord’s insurance (or architect mutually selected is only partially covered by Landlord’s insurance) such that there is any shortfall in coverage to restore the Premises or the Project other than any shortfall resulting from Landlord’s failure to maintain the insurance required to be maintained by Landlord pursuant to Section 17, and Tenant, exceeds Landlord is not willing to pay the amount of such shortfall, then Landlord shall give written notice to Tenant of such determination (the Net Proceeds “Determination Notice”). In addition, if any Holder requires that any of the insurance proceeds from a casualty be applied to indebtedness secured by the Project and it results in a shortfall to complete the repairs and Landlord is not willing to pay for such shortfall, then Landlord shall have the right to provide a Determination Notice to Tenant; provided, however that, if Landlord encumbers the Project with a Mortgage, Landlord shall use reasonable efforts to cause the Holder of such Mortgage to agree to only claim such insurance proceeds if the Restoration Period is estimated to exceed the Maximum Restoration Period (provided further that in no event shall Landlord have any liability to Tenant in connection with Landlord’s failure to obtain such agreement from the Holder despite Landlord’s good faith efforts). Either Landlord (subject to Tenant’s right to deliver a Termination Rejection Notice) or Tenant may terminate this Lease by giving written notice (“Termination Notice”) to the other party within 30 days after receipt of the Determination Notice. Tenant shall have the right to reject Landlord’s termination notice and require Landlord to restore the Premises or the Net AwardProject, as applicable, provided, however, that Tenant provides Landlord with written notice (“Termination Rejection Notice”), within 10 business days after receipt of the Termination Notice, of Tenant’s election to require Landlord to restore the Premises or the Project, as applicable, and Tenant Insurance Payment pays the full amount of the shortfall (“Tenant Contribution”). Landlord shall have the right to require Tenant to deposit the full Tenant Contribution with Landlord concurrently with Tenant’s delivery of the Termination Rejection Notice. Notwithstanding anything to the contrary contained in this paragraph, in no event shall Landlord have any repair obligations under this paragraph unless there is at least 4 years remaining on the Base Term of this Lease from and after the estimated completion date of the repairs. Net Lease Net Lease 9877 Xxxxxx/Cue - Page 18 Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, any repairs or restoration Tenant wishes to have performed that are not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such Restorationrestoration. Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises are repaired and restored, eitherin the proportion which the area of the Premises, at if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable (as reasonably determined by Tenant) for the temporary conduct of Tenant’s option and determination, business for the amount of such excess shall Permitted Use. In the event that no Hazardous Material Clearances are required to be paid obtained by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty the Premises, rent abatement shall commence on the date of discovery of the damage or destruction. Such abatement shall be paid the sole remedy of Tenant, and except as provided in this Section 18, Tenant waives any right to Tenant; any portion terminate this Lease by reason of a Net Award remaining after completion damage or casualty loss. The provisions of Restoration this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to a Taking any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall be paid have no application to Landlordthis Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

Restoration. The (a) If any Net Award is in excess of $50,000.00, Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(s)contracts, and contractors, plans and specifications and a budget for the Restoration restoration shall be have been approved by Landlord, which such approval shall not to be unreasonably withheld or delayedwithheld, and which approval (B) Landlord and Lender shall be granted provided with mechanics’ lien insurance (if available) and acceptable performance and payment bonds (if the cost of restoration and materials exceeds $50,000.00) which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to the extent that the plans Landlord, and specifications depict a Restoration which is substantially similar to the Improvements name Landlord and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required Lender as a result of current zoning and building code requirements.additional dual obligees; (bii) At at the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed against any of the Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.unless being contested in good faith per Paragraph 12; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or conditional Lien waiversliens, (C) contractors’ sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (3E) other reasonable evidence of cost and payment so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien claims.and materialmen’s lien claims unless being contested in good faith per Paragraph 12; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by the president or a vice president of Tenant, describing the work, materials or other costs or expenses, work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant and, upon completion of the work shallwork, in addition, state also stating that the work that is the subject of the request for disbursement has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release.; (ev) The Trustee shall Landlord may retain a commercially reasonable retainage amount ten percent (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f10%) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by until the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing restoration is fully completed; (vi) the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant Fund shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after not be commingled with Landlord’s request therefor), free other funds and clear of all Liensshall bear interest at a rate agreed to by Landlord and Tenant; and (vii) such other reasonable conditions as Landlord or Lender may impose. (hb) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of Restoration with respect to a casualty restoration, the Net Award shall be paid deemed to be disbursed prior to any amount added by Tenant; . (c) If any portion of a Net Award remaining sum remains in the Restoration Fund after completion of Restoration with respect the restoration and any refund to Tenant pursuant to Paragraph 16(b), such sum (the “Remaining Sum”) shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a Taking shall be paid to LandlordLender.

Restoration. The (a) If any Net Award is in excess of $500,000, Landlord (or Lender if required by any Mortgage) shall hold the Net Award in a fund (the “Restoration Fund”) and disburse amounts from the Restoration Fund shall be disbursed by the Trustee only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration restoration, (A) the architects, general contractor(scontracts (including the retainage provisions contained therein), and contractors, plans and specifications and a budget for the Restoration restoration shall be have been approved by Landlord, which such approval shall not to be unreasonably withheld or delayed, and which approval (B) Landlord and Lender shall be granted provided with acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety reasonably acceptable to Landlord, and name Landlord and Lender as additional dual obligees, and (C) appropriate waivers of mechanics’ and materialmen’s liens shall have been filed (to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.permitted under applicable law); (bii) At at the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens liens shall have been filed against any of the Leased Premises and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage.undischarged; (ciii) Disbursements disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred Work completed since the last disbursement disbursement, upon receipt of (1A) satisfactory evidence, including architects’ certificates certificates, of the stage of completion, of the estimated total cost of completion and of performance of the work Work to date in a good and workmanlike manner in substantial accordance with the contracts and the contracts, plans and specifications, (2B) partial releases waivers of Liens or liens for work previously paid for and/or conditional Lien lien waivers, (C) contractors’ and subcontractors’ sworn statements as to completed Work and the cost thereof for which payment is requested, (D) a bringdown of title insurance reasonably satisfactory to Landlord and (3E) other reasonable evidence of cost and payment reasonably satisfactory to Landlord so that Landlord and Lender can verify that the amounts disbursed from time to time are represented by work Work that is completed completed, in place or delivered to the site and free and clear of mechanics’ Lien and materialmen’s lien claims.; (div) Each each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant Tenant, signed by the president or a vice president of Tenant, describing the work, materials or other costs or expenses, Work for which payment is requested and requested, stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) stating that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant Work and, upon completion of the work shallWork, in addition, state also stating that the work that is the subject of the request for disbursement Work has been substantially fully completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from ; (v) If the Restoration Fund unless is held by Landlord, the Restoration Fund shall not be commingled with Landlord’s other funds and until it has received shall bear interest at a written authorization from rate agreed to by Landlord approving and Tenant; and (vi) such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releaseother reasonable conditions as Landlord or Lender may impose. (eb) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior Prior to commencement of Restoration restoration and at any time during Restorationrestoration, if the estimated cost of Restorationcompleting the restoration Work free and clear of all liens, as reasonably determined by a contractor or architect mutually selected by Landlord and TenantLandlord, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment Award available for such Restoration, either, at Tenant’s option and determinationrestoration, the amount of such excess shall shall, upon demand by Landlord, be paid by Tenant to the Trustee Landlord to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the RestorationFund. Any sum in the Restoration Fund so added by Tenant which remains in the Restoration Fund upon completion of restoration shall be refunded to Tenant. For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion of restoration, the Net Award shall be deemed to be disbursed prior to any amount added by Tenant. (c) If any sum remains in the Restoration with respect Fund after completion of the restoration and any refund to Tenant pursuant to Paragraph 19(b), such sum shall be retained by Landlord or, if required by a Note or Mortgage, paid by Landlord to a casualty Lender. (d) Any Net Award not in excess of $500,000 shall be paid over to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking Tenant by Landlord or Lender promptly upon receipt and shall be paid used by Tenant to Landlord.restore the applicable Related Premises in accordance with the provisions of Paragraph 17(c). The $500,000 amount above provided shall be adjusted in proportion to the CPI adjustment of Basic Rent as provided in Section 2 of Exhibit D.

Restoration. The Amounts to be made available to the Borrower from the Insurance Proceeds Account to be applied to the Restoration Fund shall of the Affected Property of the Project following an Event of Loss (“Restoration Work”) shall, be disbursed remitted to or as directed by the Trustee in accordance with Borrower by the Collateral Agent, subject to the satisfaction of the following conditions: (aA) If the cost of Restoration will exceed Borrower has delivered to the Threshold AmountIndependent Engineer, prior to commencement of the Restoration Administrative Agent and the architects, general contractor(s), and Collateral Agent plans and specifications for the Restoration Work, including reasonable estimates of the costs and time required to complete such Restoration Work and copies of all proposed construction or other contracts in connection therewith in form and substance reasonably acceptable to the Administrative Agent (in consultation with the Independent Engineer) (the “Restoration Plan”); (B) the Restoration Plan shall provide for Restoration Work that is technically feasible and that will reasonably be approved expected to, upon completion thereof, result in the Project being financially viable and able to pay Operation and Maintenance Expenses and Debt Service; (C) the Restoration Plan shall provide for the Restoration Work to be completed within the period covered by Landlordbusiness interruption insurance, plus any additional period agreed between the Borrower and the Administrative Agent (after consultation with the Independent Engineer and the Insurance Advisor) for a cost not to exceed the amount on deposit in the Insurance Proceeds Account in respect of such Event of Loss together with any amounts previously paid directly to the EPC Contractor pursuant to the EPC Contract and any other Committed Available Amounts; (D) the Independent Engineer shall have delivered to the Administrative Agent and the Collateral Agent a certificate to the effect that the amount of Loss Proceeds with respect to such Event of Loss, which approval shall not be unreasonably withheld or delayedhas been deposited in the Insurance Proceeds Account together with any business interruption proceeds relating thereto, and which approval shall be granted any amounts previously paid directly to the extent that the plans and specifications depict a Restoration which is substantially similar EPC Contractor pursuant to the Improvements EPC Contract and Equipment which existed any Committed Available Amounts in respect of the Insurance Proceeds Account are sufficient during the period of time that is required, in the opinion of the Independent Engineer, to Restore the Affected Property to (I) Restore the Affected Property, (II) pay all Operation and Maintenance Expenses, (III) pay all Debt Service and (IV) in the case of any Event of Loss prior to the occurrence of the casualty or TakingSubstantial Completion, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner achieve Substantial Completion in accordance with the contracts Construction Budget and Schedule and to perform the plans and specificationsBorrower’s obligations under the TUAs then in effect; provided, (2) partial releases that if the Independent Engineer is unable to provide such a certificate, consent of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.Majority Lenders shall have been received; (dE) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials no Default or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens could reasonably be expected to occur during Restoration as a consequence of Restoration Work, assuming that Restoration Work on the Project proceeds in accordance with the Restoration Plan; (F) the Property constituting the Restoration Work shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; be subject to the certificate to be delivered by Tenant upon completion Lien of the work shall, in addition, state that Security Documents (whether by amendment to the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (eSecurity Documents or otherwise) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens other than Permitted Liens.; (hG) In additionthe Borrower has delivered a certificate of an Authorized Officer of the Borrower certifying that the conditions set out in paragraphs (iii)(B), (E) and (F) above have been satisfied; (H) each request by the Borrower for a disbursement of funds from the Insurance Proceeds Account shall be made on at least 10 days’ prior written notice to commencement the Collateral Agent and shall be accompanied by: (I) a certificate of each of an Authorized Officer of the Borrower and of the Independent Engineer that: (w) all of the Restoration Work theretofore completed has been done substantially in compliance with the Restoration Plan therefor; (x) the sum requested is required to pay for costs incurred in connection with such Restoration Work (giving a brief description of the services and at any time during Restorationmaterials provided in connection with such Restoration Work and attaching all invoices relating thereto); (y) the sum requested, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds when added to the amount of funds previously paid out of the Net Insurance Proceeds or Account in respect of such Restoration Work and all funds paid directly to the Net AwardEPC Contractor pursuant to the EPC Contract, does not exceed the cost of the Restoration Work done as applicable, of the date of such certificate; and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, (z) the amount of such excess shall be paid by Tenant to funds remaining in the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs Insurance Proceeds Account in respect of such Restoration until Work together with all amounts previously paid directly to the EPC Contractor pursuant to the EPC Contract and any Committed Available Amounts in respect of the Insurance Proceeds Account will be sufficient to complete the Restoration Work (giving an estimate of the remaining Restoration Fund is sufficient for cost of such completion in such reasonable detail as the completion Collateral Agent may require); (II) a certificate of an Authorized Officer of the Restoration. Any sum in Borrower certifying that no Default or Event of Default shall have occurred and is continuing at such date; (III) an Executed Withdrawal/Transfer Certificate; and (IV) such other certificates, documents or other information as the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty Collateral Agent shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordreasonably require.

Restoration. The Restoration Fund If the Project is damaged by fire or other insured casualty, Landlord shall, within thirty (30) days thereafter, provide an estimate to Tenant of the length of time Landlord will need to complete its repair and restoration obligations set forth below (“Landlord’s Estimate”). If insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Premises or the Project, the damage shall be disbursed repaired by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted Landlord to the extent that such insurance proceeds are available therefor and provided such repairs can, in Landlord’s reasonable opinion, be completed within two hundred seventy (270) days after the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent necessity for variations to the Improvements required repairs as a result of current zoning and building code requirements. (b) At such damage becomes known to Landlord without the time payment of any disbursementovertime or other premiums. From the date of the damage until such repairs are completed, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements Rent shall be made from time abated in proportion to time in an amount not exceeding the hard and soft cost part of the work and costs incurred since Premises which is unusable by Tenant in the last disbursement upon receipt conduct of (1) satisfactory evidenceits business. However, including architects’ certificates of to the stage of completionextent such damage was caused by Tenant, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specificationsits employees, (2) partial releases of Liens or conditional Lien waiversagents, contractors, guests, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement invitees, there shall be sent by Tenant to Landlord no abatement of Rent, unless and to the Trusteeextent Landlord receives rental income insurance proceeds; provided, accompanied further, if Landlord does not receive such rental income insurance proceeds as a result of Landlord’s failure to make a timely claim under its insurance, then such condition to Rent abatement under this Section 17.1 shall not apply. Landlord’s obligation to make repairs under this Article is limited to the base Building, Common Areas and the interior improvements to the Premises that are covered by a certificate Landlord’s insurance. Upon the occurrence of any damage to the Premises, Tenant describing shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Article 14 above (or, if Tenant has failed to carry the workinsurance required under such Article 14, materials Tenant shall pay to Landlord the amount which Tenant would have received as insurance proceeds had Tenant carried such required insurance) with respect to any Tenant Improvements and Alterations in the Premises in which case Landlord shall manage restoration of such Tenant Improvements and Alterations to the extent of such proceeds. If the amount assigned (or other costs paid) to Landlord pursuant to the immediately preceding sentence is insufficient to repair the Tenant Improvements or expenses, for which payment is requested and stating (i) Alterations within the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedPremises, and (iii) that Tenant has does not previously received payment for such work or expense; covenant to supply the certificate to be delivered by Tenant difference upon completion of restoration, Landlord shall have the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of right to terminate this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a Lease upon written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid notice to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If at any time during the cost Lease Term the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant within thirty (30) days after such damage as to the amount of Restoration time Landlord reasonably estimates it will take to restore the Premises. If the restoration time is estimated to exceed 120 days from the Threshold Amountdate of Landlord’s Notice, prior Tenant may elect to commencement terminate this Lease upon notice to the other party given no later than thirty (30) days after Landlord’s Notice. If Tenant does not elect to terminate this Lease or if Landlord estimates that restoration will take 120 days or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises, excluding the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Tenant, at Tenant’s expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration to the Premises not required to be done by Landlord (provided, however, if such damage or destruction is caused by the act(s) or omission(s) of Landlord, its employees, agents, or contractors, Landlord shall pay to Tenant with respect to any damage to the Premises the amount of the Restoration the architectscommercially reasonable deductible under Tenant’s insurance policy, general contractor(snot to exceed Five Thousand Dollars ($5,000.00), within ten (10) days after presentment of Tenant’s invoice) and plans shall promptly re-enter the Premises and specifications for commence doing business in accordance with this Lease. Notwithstanding the Restoration shall be approved by Landlordforegoing, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted either party may terminate this Lease upon thirty (30) days written notice to the extent that other if the plans and specifications depict a Restoration which is substantially similar to Premises are damaged during the Improvements and Equipment which existed prior to the occurrence last year of the casualty or Taking, whichever is applicable. Lease Term and Landlord reasonably estimates that it will not withhold its consent for variations take more than thirty (30) days to the Improvements required as a result of current zoning and building code requirementsrepair such damage. (b) At If the time Premises are destroyed or substantially damaged by any peril not covered by the insurance maintained by Landlord or any Landlord’s mortgagee requires that insurance proceeds be applied to the indebtedness secured by its mortgage (defined hereinafter), Landlord may terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after such destruction or damage or such requirement is made known by any disbursementsuch Landlord’s mortgagee, no Event as applicable, whereupon all rights and obligations hereunder shall cease and terminate, except for any liabilities of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for Tenant which Tenant shall fail accrued prior to provide affirmative title insurance coverageLease termination. (c) Disbursements If such damage or destruction is caused by the act(s) or omission(s) of Tenant, its employees, agents or contractors, Tenant shall be made from time pay to time in an Landlord with respect to any damage to the Premises the amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt commercially reasonable deductible under Landlord ‘s insurance policy within ten (10) days after presentment of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLandlord’s invoice. (d) Each request for disbursement Base Rent and Operating Expenses shall be sent abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant to Landlord and bears to the Trustee, accompanied by a certificate total area of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) Premises. Such abatement shall be the cost incurred in connection therewith, (ii) that no Event sole remedy of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedTenant, and (iii) that except as provided herein, Tenant has not previously received payment for such work waives any right to terminate the Lease by reason of damage or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such releasecasualty loss. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost Borrower shall give prompt written notice of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted any casualty to the extent that Property to Lender whether or not required to be insured against. The notice shall describe the plans nature and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence cause of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations and the extent of the damage to the Improvements required as a result of current zoning Property. Borrower covenants and building code requirementsagrees to commence and diligently pursue to completion the Restoration. (b) At Borrower assigns to Lender all Insurance Proceeds which Borrower is entitled to receive in connection with a casualty whether or not such insurance is required under this Mortgage, and Lender shall apply such proceeds as provided herein. In the time event of any disbursementdamage to or destruction of the Property, no and provided (i) an Event of Default does not currently exist, and (ii) Lender has determined that (1) there has not been an Impairment of the Security (as defined in Section 7.02(c)), and (2) the repair, restoration and rebuilding of any portion of the Property that has been partially damaged or destroyed (the "Restoration") can be accomplished in full compliance with all Requirements to the same condition, character and general utility as nearly as possible to that existing prior to the casualty and not resulting in an Impairment of Security as defined in Section 7.02(c) hereof, the Net Insurance Proceeds shall exist be applied to the Cost of Restoration in accordance with the terms of this Article. Lender shall hold and no mechanics’ or materialmen’s Liens shall have been filed disburse the Insurance Proceeds less the cost, if any, to Lender of recovering the Insurance Proceeds including, without limitation, reasonable attorneys' fees and remain undischarged or unbonded or for which Tenant shall fail expenses, and adjusters' fees (the "Net Insurance Proceeds") to provide affirmative title insurance coveragethe Restoration. (c) Disbursements For the purpose of this Article, "Impairment of Security" shall be made from time to time in an amount not exceeding mean that, based upon Lender's commercially reasonable projections, twelve (12) months after the hard and soft cost date of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidencedamage, including architects’ certificates of the stage of completiondestruction, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specificationscondemnation or casualty, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred ratio of the annual cash flow derived from the Property to the annual debt service for the Loan will be less than 1.40:1, as determined in connection therewithaccordance with GAAP, or (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion ratio of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed remaining balance of the Restoration Fund held Loan to the value of the Property (which will be determined by Lender in Lender's sole discretion acting in good faith and which may, at Lender's sole discretion, be based on MAI appraisal) will be greater than the ratio resulting from dividing the outstanding principal balance of the Loan by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than agreed value of the cost Property as of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of RestorationAcceptance Date, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant shown on Exhibit "B" to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordApplication, minus three percent (3%).

Restoration. The Restoration Fund If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be disbursed by to substantially the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent same condition that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty Casualty, except for modifications required by Law or Taking, whichever is applicable. Landlord will not withhold its consent for variations any other modifications to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed Common Areas deemed desirable by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the TrusteeUpon notice from Landlord, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide assign or endorse over to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s Insurance with respect to any Leasehold Improvements performed by or for the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear benefit of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, Tenant; provided if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, to repair such Leasehold Improvements exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at insurance proceeds received by Landlord from Tenant’s option and determinationinsurance carrier, the amount excess cost of such excess repairs shall be paid by Tenant to the Trustee Landlord prior to be added to the Restoration Fund or Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall fund at its own expense also pay Landlord for any additional excess costs that are determined during the costs performance of the repairs to such Leasehold Improvements, provided that Tenant shall have the reasonable opportunity to reduce the scope of the Leasehold Improvements to reduce or eliminate the payment of such Restoration until the remaining Restoration Fund is sufficient excess costs. In no event shall Landlord be required to spend more for the completion restoration of the RestorationPremises and Common Areas than the proceeds received by Landlord, whether insurance proceeds under Landlord’s insurance or insurance proceeds or other amounts received from Tenant. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty Landlord shall not be paid liable for any inconvenience to Tenant; , or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a Net Award remaining after completion result of Restoration with respect to a Taking Casualty, the Rent shall be paid to Landlordxxxxx for the portion of the Premises that is untenantable and not used by Tenant.

Restoration. The Restoration Fund Upon surrender of the Premises or earlier termination of the Lease Tenant shall be disbursed by obligated to remove the Trustee in accordance with Sky Bridge Changes and to restore the following conditions: (a) Premises to its condition prior to making the Sky Bridge changes, reasonable wear and tear excepted, all of which removal and restoration shall be made at the sole cost of Tenant. If Tenant fails to complete the removal and restoration prior to expiration of the Term or earlier termination of this Lease, Landlord may complete such removal and restoration and charge the cost of Restoration will exceed such removal and restoration to Tenant. Notwithstanding the Threshold Amountabove provision of this Section 4 to the contrary. Tenant may at any time, no earlier than ninety (90) days prior to commencement the expiration of the Restoration Term, give written notice to Landlord (“Removal Notice”) requesting that Landlord agree that Tenant need not remove the architectsSky Bridge Changes and restore the Premises upon expiration of the Term of the Lease and surrender of the Premises by Tenant. The agreement of Landlord to any request made by Tenant pursuant to Removal Notice may be withheld or given in Landlord’s sole and absolute discretion, general contractor(s)but in any event Landlord will respond within thirty (30) days, and plans any delay beyond such thirty (30) day period on the part of Landlord in responding will delay the outside date for Tenant’s completion of such work on a day-for-day basis. In connection with Landlord’s response to any Removal Notice, Landlord may require that components of the Sky Bridge Changes be removed with related restoration and specifications for that other components of the Restoration Sky Bridge Changes remain. Unless Landlord in a written response to Tenant to any Removal Notice has agreed in writing that the Sky Bridge Changes (or any component thereof) need not be removed by Tenant, Tenant shall be approved by Landlordobligated, which approval shall not be unreasonably withheld or delayedat its sole cost, to remove the Sky Bridge Changes and which approval shall be granted restore the Premises prior to expiration of the Term. If and to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect responds to a casualty shall be paid to Tenant; Renewal Notice that all or any portion of a Net Award remaining after completion of Restoration with respect the Sky Bridge will not be required to a Taking be removed, Tenant will be forever released from any requirement to remove the Sky Bridge Changes which Landlord has specifically agreed in writing need not be removed and Tenant shall continue to be paid obligated to Landlordremove all other Sky Bridge Changes and to restore the Premises.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the Building of which the Premises are a part is damaged, Landlord shall diligently repair that damage as soon as reasonably possible, at its expense, unless: (i) Landlord reasonably determines that the cost of Restoration will exceed repair is not covered by Landlord's fire and extended coverage insurance then in place (or if Landlord is self-insuring, would not be covered by a standard policy of "all risk" fire insurance), plus such additional amounts Tenant elects, at its option, to contribute, excluding however the Threshold Amountdeductible (for which Tenant shall be responsible for Tenant's Share); (ii) Landlord reasonably determines that the Premises cannot, prior to commencement with reasonable diligence, be fully repaired by Landlord (or cannot be safely repaired because of the Restoration the architectspresence of hazardous factors, general contractor(s)including, without limitation, Hazardous Materials, earthquake faults, and plans and specifications for other similar dangers) within two hundred seventy (270) days after the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence date of the casualty or Takingdamage; (iii) the damage occurs during the final twelve (12) months of the Term. Should Landlord elect not to repair the damage for one of the preceding reasons, whichever is applicable. Landlord will not withhold its consent for variations to shall so notify Tenant in writing within thirty (30) days after the Improvements required damage occurs and this Lease shall terminate as a result of current zoning and building code requirementsthe date of that notice. (b) At Unless Landlord elects to terminate this Lease in accordance with subsection (a) above, this Lease shall continue in effect for the remainder of the Term and Landlord shall promptly notify Tenant in writing of Landlord's election to restore the Premises and of the time Landlord estimates to complete such restoration; provided that so long as Tenant is not in default under this Lease following the expiration of any disbursementthe applicable cure period, no Event if the damage is so extensive that Landlord reasonably determines that the Premises cannot, with reasonable diligence, be repaired by Landlord (or cannot be safely repaired because of Default shall exist the presence of hazardous factors, earthquake faults, and no mechanics’ or materialmen’s Liens shall have been filed other similar dangers) so as to allow Tenant's substantial use and remain undischarged or unbonded or for which enjoyment of the Premises within two hundred seventy (270) days after the date of damage, then Tenant shall fail may elect to provide affirmative title insurance coverageterminate this Lease by written notice to Landlord within the thirty (30) day period stated in subsection (a). (c) Disbursements Commencing on the date of any damage to the Building, and ending on the sooner of the date the damage is repaired or the date this Lease is terminated, the rental to be paid under this Lease shall be made abated in the same proportion that the floor area of the Premises that is rendered unusable by the damage from time to time in an amount not exceeding bears to the hard and soft cost total floor area of the work Premises, and costs incurred since if as a result of any partial damage, Tenant reasonably determines that it cannot conduct its business in the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates remaining portions of the stage of completionPremises, of the estimated cost of completion and of performance of rent for the work to date entire Premises shall be abated. Any such abatement shall be conditioned upon Tenant's then carrying the required business interruption insurance as described in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims.EXHIBIT D. (d) Each request for disbursement Notwithstanding the provisions of subsections (a), (b) and (c) of this Section, and subject to the provisions of Section 10.5 above, the cost of any repairs shall be sent borne by Tenant, and Tenant shall not be entitled to Landlord and rental abatement or termination rights, if the damage is due to the Trusteefault or neglect of Tenant or its employees, accompanied subtenants, invitees or representatives, but only to the extent such damage is not covered by a certificate standard policy of Tenant describing "all risk" insurance (whether or not Landlord is self-insuring). In addition, the work, materials provisions of this Section shall not be deemed to require Landlord to repair any improvements or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) fixtures that Tenant has not previously received payment for such work is obligated to repair or expense; the certificate insure pursuant to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements any other provision of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee Tenant shall retain a commercially reasonable retainage amount (but fully cooperate with Landlord in no event less than 5% removing Tenant's personal property and any nonstructural debris from the Premises to facilitate all inspections of the expected repair costPremises and the making of any repairs. Notwithstanding anything to the contrary contained in this Lease, other than general conditionsif Landlord in good faith believes there is a risk of injury to persons or damage to property from entry into the Building or Premises following any damage or destruction thereto, until Landlord may restrict entry into the Restoration is 50% complete). Building or the Premises by Tenant, its employees, agents and contractors in a non-discriminatory manner, without being deemed to have violated Tenant's rights of quiet enjoyment to, or made an unlawful detainer of, or evicted Tenant from, the Premises. Upon request, Landlord shall consult with Tenant to determine if there are safe methods of entry into the Building or the Premises solely in order to allow Tenant to retrieve files, data in computers, and necessary inventory, subject however to all indemnities and waivers of liability from Tenant to Landlord contained in this Lease and any additional indemnities and waivers of liability which Landlord may require. If damage or destruction rendering the Premises unusable occurs during the final twelve (f12) The Restoration Fund months of the Lease Term or the final twelve (12) months of any extension period which cannot be repaired within sixty (60) days following such damage or destruction, Tenant shall have the option to terminate the Lease by providing Landlord written notification of Tenant's election to terminate within thirty (30) days after the damage occurs. For all purposes of this Section 11.1, damage to Tenant's parking areas and access to the Premises shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant deemed damage to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordBuilding.

Restoration. The Restoration Fund (a) Except as otherwise set forth in this Agreement (including this Section 12.2(1)), AP shall be disbursed obligated to plug and abandon all xxxxx owned, utilized, placed or caused to be placed by AP on the Trustee Property no longer necessary for the Permitted Purposes; to remove from the Property all Improvements and Equipment owned, utilized, placed or caused to be placed by AP which are no longer utilized for the Permitted Purposes; and to the extent caused by AP’s activities on the Property, restore the surface of the Property, as near as practicable, to the condition existing on the Effective Date of this Agreement (“Restoration Obligations”), all at AP’s sole risk, cost and expense and subject to compliance with Applicable Law(s) and Applicable Procedure(s). Unless doing so would be in violation of Applicable Law(s), AP shall complete the Restoration Obligations within a reasonable time (but no later than eighteen (18) months, subject to extension for Force Majeure or any Suspending Events) following: (a) the date said xxxxx, structures or facilities are no longer necessary for Permitted Purposes; or (b) the date this Agreement has expired, terminated or been released (whichever occurs first) as to all or a portion of the Property. Notwithstanding anything contained in this Agreement to the contrary, to the extent permitted by Applicable Law(s) and Applicable Procedure(s), AP shall be allowed to abandon in place Improvements and Equipment below the surface of the Property; however, to the extent any Improvements and Equipment (other than well bores) sought to be abandoned in place are located on a portion of the Property managed by DWF, then abandonment in place for such Improvements and Equipment shall be determined after consultation with DWF in accordance with the following conditions: (a) If the cost applicable provisions of Restoration will exceed the Threshold Amount, prior Schedule 1. The failure of AP to commencement of timely complete the Restoration Obligations shall subject AP to and make AP liable for any and all costs or expenses of any kind incurred by the architectsState for plugging said xxxxx or removing said structures or facilities, general contractor(s), and plans and specifications for the Restoration but in no instance shall be approved by Landlord, which approval shall not be unreasonably withheld title to or delayed, and which approval shall be granted ownership of said facilities automatically vest in or transfer to the extent that the plans and specifications depict a Restoration which is substantially similar State nor shall said xxxxx, structures or facilities be deemed “improvements” to the Improvements and Equipment which existed prior Property for purposes of vesting title in same to the occurrence of State. Notwithstanding anything in the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations foregoing to the Improvements required as a result of current zoning contrary, AP retains the right to perform its Restoration Obligations and building code requirementssuch related obligations in accordance with any other Sequestration Protocols. (b) At The State recognizes AP’s right to draw and remove casing from xxxxx and, further, to remove any structures and facilities no longer utilized for Permitted Purposes on the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverageProperty. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of Properties affected by a Casualty: (a) If the cost of Restoration will exceed Net Proceeds reasonably expected to be received in connection with any single Casualty event is less than the Casualty Threshold Amount, prior to commencement then, (i) if no Event of Default shall have occurred and be continuing and, within sixty (60) days of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the casualty Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) if Net Proceeds are paid by the insurance company directly to Borrower subsequent to delivering such undertaking, such Net Proceeds may be retained by Borrower (for the avoidance of doubt, Net Proceeds received by Borrower prior to delivering such undertaking shall be immediately paid to Lender as required by Section 5.2), (B) if Net Proceeds are paid by the insurance company to Lender, such Net Proceeds will be disbursed by Lender to Borrower and (C) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of Section 5.4(c) and (ii) if an Event of Default shall have occurred and be continuing or TakingBorrower fails to deliver such an undertaking to Lender, whichever is applicable. Landlord will not withhold its consent for variations then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the Improvements prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required as to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a result partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which such affected Properties are located and shall contain standard provisions protecting the rights of current zoning Lender and building code requirements(y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to file and record the release and Lender’s reasonable attorneys’ fees). (b) At If the time of Net Proceeds reasonably expected to be received in connection with any disbursementsingle Casualty event is greater than the Casualty Threshold Amount, then, (i) if no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens be continuing and, within sixty (60) days of the date of the occurrence of such Casualty, Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the affected Properties in accordance with the terms of this Agreement, then (A) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2 and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 5.4(d) and (ii) if an Event of Default shall have been filed occurred and remain undischarged be continuing or unbonded Borrower fails to deliver such an undertaking to Lender, then (A) Lender may retain any Net Proceeds received by it, (B) Borrower shall immediately deliver to Lender any Net Proceeds paid to Borrower as required by Section 5.2, (C) such Net Proceeds shall be applied to the prepayment of the Debt in accordance with Section 2.4.3(c), (D) Borrower shall prepay the Loan in an amount equal to the positive difference between such Net Proceeds and the Allocated Loan Amount for the affected Properties, together with all interest and other amounts required to be paid in connection therewith under Section 2.4.5, and (E) following Borrower’s written request and receipt by Lender of the Net Proceeds and payment by Borrower of the amounts set forth in clause (D) above, Lender shall release the affected Properties from the applicable Mortgage Documents and related Liens, provided, that (x) Borrower has delivered to Lender draft releases (and, in the event any of the Mortgages and the Assignments of Leases and Rents applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall be a partial release that relates only to the affected Property(ies) and does not affect the Liens and security interests encumbering or on the other Property(ies)) in form and substance appropriate for the jurisdiction in which Tenant such affected Properties are located and shall fail contain standard provisions protecting the rights of Lender and (y) Borrower shall pay all costs, taxes and expenses associated with such release (including, without limitation, cost to provide affirmative title insurance coveragefile and record the release and Lender’s reasonable attorneys’ fees). (c) Disbursements If Borrower elects to undertake the Restoration a Property or Properties pursuant to Section 5.4(a), (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be made from time of the same character as prior to time such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an amount not exceeding expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the hard Renovation Standards and soft (iv) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceRestoration, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work which budget shall be reasonably acceptable to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claimsLender. (d) Each request for disbursement If Borrower elects to undertake the Restoration of a Property or Properties pursuant to Section 5.4(b), the following provisions shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating apply: (i) the cost incurred in connection therewith, (ii) that no Event Net Proceeds shall be made available to Borrower for Restoration upon the determination of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state Lender that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee following conditions are met: (i) Borrower shall not release funds from commence the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount as soon as reasonably practicable (but in no event less later than 5% ninety (90) days after such Casualty occurs) and shall diligently pursue the same to satisfactory completion; (ii) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Properties as a result of the expected repair costoccurrence of the Casualty, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 5.1.1 (a) (ii), if applicable, or (3) by other than general conditionsfunds of Borrower; (iii) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the Stated Maturity Date, as extended pursuant to Section 2.7, (2) the earliest date required for such (a) (ii); (iv) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be of the same character as prior to such damage or destruction; (v) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and the Renovation Standards; (vi) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender and (vii) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration. (ii) The Net Proceeds shall be held by Lender in the Casualty and Condemnation Account and, until disbursed in accordance with the provisions of this Section 5.4(d), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Properties which have been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration shall be subject to the prior approval of Lender and an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to the approval of Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration is 50% completehas been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.4(d). (f, be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.4(b) The Restoration Fund shall be held by and that all approvals necessary for the Trustee re-occupancy and shall be invested as directed by Landlord. All interest shall become a part use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration Fund. (g) At all times the undisbursed balance have been paid in full or will be paid in full out of the Restoration Fund held by Casualty Retainage; provided, however, that Lender will release the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount portion of the Net Proceeds Casualty Retainage being held with respect to any contractor, subcontractor or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum materialman engaged in the Restoration Fund as of the date upon which remains (x) the Casualty Consultant certifies to Lender that such contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the Restoration Fund upon provisions of such contractor’s, subcontractor’s or materialman’s contract, (y) the completion contractor, subcontractor or materialman delivers the lien waivers and evidence of Restoration payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and (z) Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordthe contractor, subcontractor or materialman.

Restoration. The Restoration Fund Subject to the last sentence of Section 6.2, the following provisions shall be disbursed by the Trustee apply in accordance connection with the following conditionsRestoration of Properties affected by a Casualty: (a) If (i) the cost of Restoration will exceed the Threshold Amount, prior Net Proceeds reasonably expected to commencement of be received in connection with any single Casualty event is less than the Restoration the architects, general contractor(s), Threshold Amount and plans and specifications for (ii) the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to Conditions are satisfied within sixty (60) days after the occurrence of such Casualty, then (A) if Insurance Proceeds are paid by the casualty or Takinginsurance company directly to Borrower subsequent to delivering the undertaking required by the Restoration Conditions, whichever is applicable. Landlord will not withhold its consent such Insurance Proceeds may be retained by Borrower (for variations the avoidance of doubt, Insurance Proceeds received by Borrower prior to delivering the undertaking required by the Restoration Conditions shall be immediately paid to the Improvements Cash Management Account as required as a result by Section 6.2), (B) if Insurance Proceeds are paid by the insurance company to Lenders or deposited into the Cash Management Account, such Insurance Proceeds will be disbursed to Borrower and (C) Borrower shall conduct the Restoration of current zoning the affected Properties in accordance with the terms of Section 6.4(d) and building code requirements(e). (b) At If (i) the Net Proceeds reasonably expected to be received in connection with any single Casualty event is greater than the Restoration Threshold Amount and (ii) the Restoration Conditions are satisfied, then (A) Borrower shall immediately deliver to the Cash Management Account DB1/ 149149761.5 any Insurance Proceeds paid to Borrower and (B) Borrower shall conduct the Restoration of the affected Properties in accordance with the terms of and subject to the conditions of Section 6.4(d) and (e). (c) If following a Casualty, the Restoration Conditions are not satisfied within sixty (60) days after the occurrence of such Casualty, then, unless Required Lenders otherwise agree to the contrary, (i) Lenders may retain any Insurance Proceeds received by or for the benefit of Lenders, (ii) Borrower shall immediately deliver to the Cash Management Account any Insurance Proceeds paid to Borrower, (iii) such Net Proceeds shall be applied to the prepayment of the Debt pursuant to Section 2.4.2(a)(ii) in an amount equal to the Release Amount for the applicable Property, together with interest and other amounts required to be paid in connection therewith under Section 2.4.4 (collectively, the “Casualty Prepayment Amount”), (iv) Borrower shall prepay the Loan in an amount equal to the excess, if any, of the Casualty Prepayment Amount over such Net Proceeds, and (v) following Borrower’s written request after receipt by Lenders of the Casualty Prepayment Amount, (x) Required Lenders shall direct Collateral Agent in writing to execute and deliver to Borrower a release prepared by Borrower to release the affected Properties from the applicable Mortgages and related Liens, provided that (A) Borrower has delivered to Collateral Agent and Lenders draft releases (and, in the event any of the Mortgages applicable to any of the affected Properties encumber other Property(ies) in addition to the affected Properties, such release shall (i) be a partial release that relates only to the affected Property(ies), (ii) be in form and substance appropriate for the jurisdiction in which such Property(ies) is located, (iii) contain standard provisions protecting the rights of Collateral Agent and Lenders and (iv) not affect the Liens and security interests encumbering or on the other Properties), and (B) Borrower shall file and record such release and pay all costs, Taxes and expenses associated with such release (including cost to file and record the release and the reasonable attorneys’ fees of Collateral Agent’s and Lenders’ counsel) and (y) Required Lenders shall direct Collateral Agent in writing to cause Cash Management Account Bank to disburse to Borrower the Net Proceeds paid by the applicable insurance company and held by or for the benefit of Lender in excess of the Casualty Prepayment Amount for such Property; provided that, during the continuance of a Trigger Period, such excess Net Proceeds shall instead be delivered to the Cash Collateral Reserve and disbursed in accordance with Section 7.3.7. (d) If Borrower is required to conduct the Restoration of affected Properties under Section 6.4(a) or (b) then (i) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after such Casualty occurs) and shall diligently pursue the Restoration to satisfactory completion; (ii) Borrower shall cause the affected Property and the use thereof after the Restoration to be in compliance with and permitted under all applicable Legal Requirements and such Property, after Restoration, shall be of the same character as prior to such damage or destruction; (iii) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements and (iv) Borrower shall deliver, or cause to be delivered, to Lenders a signed detailed budget approved in writing by Xxxxxxxx’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Required Lenders. If at any time the Net Proceeds or the unused portion thereof shall not, in the reasonable opinion of Required Lenders, be sufficient to pay in full the balance of the costs which are DB1/ 149149761.5 estimated by Required Lenders to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) into the Cash Management Account before any disbursementfurther use or disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency shall be deposited into the Casualty and Condemnation Reserve and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds pursuant to Section 6.4(e), and until so disbursed, shall constitute additional security for the Obligations. (e) If Borrower is required to conduct the Restoration of affected Properties under Section 6.4(b), then Required Lenders may impose such reasonable requirements on the use or expenditure of Net Proceeds as Required Lenders may require, in accordance with Required Lenders’ standard construction lending practices or in any other manner approved by Required Lenders. Without limiting the generality of the foregoing, Required Lenders may, at their option, condition disbursement of Net Proceeds on (i) delivery of an Expenditures Certificate reasonably satisfactory to Required Lenders, (ii) completion of a property inspection reasonably satisfactory to Required Lenders, (iii) Lender’s approval of plans and specifications of an architect satisfactory to Required Lenders; (iv) the identity, experience, reputation and financial condition of contractors and subcontractors; (v) contractor’s cost estimates; (vi) architect’s certificates; (vii) waivers of Liens; (viii) sworn statements of mechanics and materialmen and such other evidence of costs; (ix) percentage completion of construction; (x) frequency of disbursements; (xi) application of payments; (xii) customary retainage and satisfaction of Liens, in each case, as Required Lenders may reasonably require. The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited in the Cash Management Account after the Restoration has been completed in accordance with the provisions of this Section 6.4(e), and the receipt by Lenders of evidence satisfactory to Required Lenders that all costs incurred in connection with the Restoration have been paid in full, shall be remitted to Borrower, provided no Event of Default shall exist have occurred and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete)continuing. (f) The Restoration Fund Notwithstanding clauses (a) and (b) above, (i) in the event that a single Casualty causes damage or destruction to one Property which would cost more than such Property’s Allocated Loan Amount to restore or repair such Property, written consent of Required Lenders shall be held by required prior to any restoration or repair of such Property pursuant to the Trustee terms of this Agreement and (ii) in the event that a single Casualty causes damage or destruction to any part of two or more Properties which in the aggregate would cost more than Two Hundred Thousand and No/100ths Dollars ($200,000.00) to restore or repair, written consent of Required Lenders shall be invested as directed by Landlord. All interest shall become a part required prior to any restoration or repair of such Properties pursuant to the Restoration Fundterms of this Agreement. (g) At all times the undisbursed balance of the All reasonable and documented out-of-pocket costs and expenses incurred by Lenders in connection with any Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its optionincluding reasonable attorneys’ fees and disbursements, shall be not less than the cost paid by Borrower within ten (10) days of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s Required Lenders’ written request therefor), free and clear of all Liens.. DB1/ 149149761.5 (h) In additionthe event of foreclosure of a Mortgage, prior or other transfer of title to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor Property or architect mutually selected by Landlord and Tenant, exceeds the amount Properties in extinguishment in whole or in part of the Net Proceeds Debt, then all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning such Property or Properties and all proceeds payable thereunder shall thereupon vest in the Net Award, as applicable, and Tenant Insurance Payment available for purchaser at such Restoration, either, at Tenant’s option and determination, foreclosure or Lenders or other transferee in the amount event of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs other transfer of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordtitle.

Restoration. The Restoration Fund If neither party exercises its election under Section 6.1, this Lease shall continue in force, and a just proportion of the rent, additional rent and other charges reserved, according to the nature and extent of the damages sustained by the Premises, shall be disbursed suspended or abated until the Premises, or what may remain thereof, shall be put by Landlord in substantially the same condition such were in prior to such damage or taking, which Landlord covenants to do with reasonable diligence but only to the extent permitted by the Trustee net proceeds of any insurance recovered or damages awarded for such taking, destruction or damage and subject to zoning and building laws then in accordance existence. “Net proceeds of any insurance recovered or damages awarded” refers to the gross amount of such insurance or damages less the expenses of Landlord in connection with the following conditions: collection of the same, including, without limitation, fees and expenses for legal and appraisal services, and further reduced by the amount of such proceeds any mortgagee of the Premises declines to make available for such restoration. If such restoration is not substantially completed, within six (a6) months of the date of such damage or taking, Tenant may terminate this Lease by the giving of written notice to Landlord within thirty (30) days after the expiration of such six (6) month period, provided such substantial completion has not occurred within such thirty (30) day period. If the cost net proceeds of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval insurance recovered or damages awarded shall not be unreasonably withheld sufficient to allow Landlord to restore the Premises to substantially the same condition they were in prior to such damage or delayedtaking, then (unless Landlord shall elect to make up any such deficiency out of other funds) Landlord shall give written notice of such fact to Tenant within ten (10) days after such settlement on the proceeds or damages has been made, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens Tenant shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxxright, at its optionelection, shall be not less than to terminate this Lease or to allow this Lease to continue and make such improvements to the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, eitherPremises, at Tenant’s option and determinationexpense, the amount of such excess shall be paid by as Tenant may deem advisable, subject to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum Landlord’s rights in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration this Lease with respect to a casualty such construction by Tenant. Should Tenant elect to terminate as provided in the immediately preceding sentence, it shall be paid do so by giving Landlord written notice of such termination within ten (10) days after receipt by Tenant of the notice referred to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordin the immediately preceding sentence.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld withheld, conditioned or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon within thirty (30) days of receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx Landlord agrees to promptly give if Xxxxxx Tenant has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee Tenant shall retain include in each construction contract for the Restoration a provision for a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete)amount. (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of No disbursements shall be made from the Restoration Fund held by the Trustee, plus Trustee at any funds contributed thereto by Xxxxxx, at its option, time that the balance in the Restoration Fund shall be not less than the cost of completing the Restoration (as reasonably estimated by XxxxxxTenant, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant shall perform and pay for such Restoration from Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration funds until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to TenantTenant to reimburse Tenant for expenses previously incurred by Tenant and not reimbursed and any remaining balance in the Restoration Fund shall be paid to Landlord; any portion of a Net Award remaining after completion of Restoration with respect to a Taking after reimbursement to Tenant for expenses previously incurred by Tenant and not reimbursed shall be paid to Landlord.

Restoration. The Restoration Fund shall In the event any improvements comprising the Facility, the Premises or the Personal Property are damaged by peril covered by insurance or required to be disbursed covered by the Trustee insurance in accordance with the following conditions: terms hereof, to the extent proceeds (aexcepting any deductibles) If are made available by any lender or any Mortgagee, Tenant (not Landlord) shall commence to rebuild or restore the cost same within sixty (60) days after the later of Restoration will exceed the Threshold Amount(i) all necessary health care, prior to commencement of the Restoration the architects, general contractor(s)land use or development approvals, and (ii) the date plans and specifications for the Restoration shall be prepared by Tenant are approved by Landlord, which approval shall not be unreasonably withheld or delayedwithheld, and which approval Tenant shall proceed with all due diligence to complete said repair or restoration within a commercially reasonable period of time; provided, however, that in the event such restoration cannot, in Landlord’s reasonable determination, be completed with two hundred ten (210) days from the date of the damage or destruction event, Landlord may terminate this Lease by providing written notice thereof to Tenant and in such event, all insurance proceeds with respect to the Premises, Facility, the Personal Property and any Alterations (but specifically excluding Tenant’s Equipment) shall be granted assigned to Landlord. In no event, shall Tenant shall have no obligation under this Section 11.2 to repair or restore the extent components of the Premises which are Landlord’s responsibility under Section 7.1.2 which shall be and remain the responsibility of Landlord. Any repair or restoration for which Tenant is responsible under this Section 11.2 shall be undertaken by Tenant in such a manner as to ensure that upon its completion, the plans Premises is of the same standard and specifications depict a Restoration which is substantially similar to quality as existed on the Improvements and Equipment which existed Commencement Date prior to the occurrence of the casualty damage or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning destruction (reasonable wear and building code requirements. (btear excepted) At the time of and shall comply with any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in the Facility Loan documents or by any Mortgage. If Tenant is required to restore the Facility as provided in this Paragraph 15 Section 11.2, Tenant shall also restore all Alterations and improvements made by Tenant and all of Tenant’s Equipment, which restoration shall in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no any event less than 5% meet the standards necessary to maintain the then current license of the expected Facility, including the replacement of the Personal Property. In the event any lender or any Mortgagee elects not to make insurance proceeds available (excepting any deductibles), Tenant shall have no obligation to repair cost, or restore the Facility unless Landlord elects to provide such funds (other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of any insurance deductibles), which election Landlord may make in its sole discretion. If during the Net Proceeds Term of this Lease, the Premises are totally or partially destroyed from a risk not covered by the insurance described in Article 10 rendering the Premises or the Net AwardFacility totally or partially inaccessible or unusable or if Tenant is prohibited as a matter of zoning or health care law from repairing or reconstructing the Facility to substantially the same condition as existing prior to such damage or destruction or other similar condition which would enable Tenant to continue to use the Premises for the use permitted hereunder at substantially the same capacity as operating at the time of the damage or destruction, as applicable, and Tenant Insurance Payment available for such Restoration, eitherthen, at Tenant’s the option and determination, of either Tenant or Landlord exercised by written notice delivered to the amount other party within thirty (30) days after the occurrence of such excess damage or destruction, this Lease shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordterminate.

Restoration. If the Improvements shall be damaged or destroyed in whole or in part, Tenant shall give prompt notice thereof to Landlord. The Restoration Fund shall net amount of all insurance proceeds received by Tenant with respect to such damage or destruction, after deduction of the reasonable costs and expenses incurred by Landlord in collecting the same (the "Net Proceeds"), shall, subject to the terms of any Permitted Leasehold Mortgage, be disbursed by the Trustee Landlord in accordance with the following conditions: (a) If terms and conditions set forth herein to pay for the cost of Restoration will exceed the Threshold Amount, prior to commencement costs and expenses of the Restoration the architects, general contractor(s(defined below), provided that (i) no Event of Default (defined below) has occurred and plans remains uncured under this Ground Lease, (ii) except as otherwise agreed to by Landlord and specifications for subject to the terms of any Permitted Leasehold Mortgage, Tenant proceeds promptly after the insurance claims are settled with the restoration, replacement, rebuilding or repair of the Improvements as nearly as possible to the condition the Improvements were in immediately prior thereto (the "Restoration"), (iii) the Restoration shall be approved done in compliance with all Applicable Laws, (iv) all costs and expenses incurred by Landlord in connection with making the Net Proceeds available for the Restoration, including, without limitation, reasonable counsel fees and inspecting engineer fees incurred by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to paid out of the extent Net Proceeds, (v) Landlord, in its reasonable discretion, shall have determined that the plans Restoration is in its best interest, provided that Landlord hereby acknowledges and specifications depict a agrees that Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever Project is applicable. Landlord will not withhold its consent for variations to in Xxxxxxxx's best interest during the Improvements required as a result of current zoning and building code requirements. initial fifteen (b15) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost years of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates tax credit compliance period pursuant to Section 42 of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waiversCode, and (3vi) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trusteedeposits sufficient additional funds which, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be when added to the Restoration Fund or Tenant shall fund at its own expense Net Proceeds, will pay for the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion and expenses of the Restoration. Any sum Tenant shall not be excused from repairing or maintaining the Premises and/or Improvements as provided in this Section or restoring all damage or destruction to the Restoration Fund which remains Premises and/or Improvements, regardless of whether or not there are insurance proceeds available to Tenant or whether any such proceeds are sufficient in amount, and the Restoration Fund upon the completion application or release by Landlord of Restoration with respect any insurance proceeds shall not cure or waive any default or notice of default under this Ground Lease or invalidate any act done pursuant to a casualty shall be paid to Tenant; any portion such default or notice of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlorddefault.

Restoration. (a) All amounts received by Mortgagee pursuant to this Article and which Mortgagee, at its sole option, permits to be applied to the restoration of the Mortgaged Property may either be held in a restoration fund ("Restoration Fund") by Mortgagee or, if it refuses to serve, a bank or trust company appointed by Mortgagee which has a combined capital and surplus of not less than $100,000,000 as restoration fund trustee (the "Restoration Fund Trustee") with any additions thereto that may be required by Mortgagee as hereinafter provided. The interest or income, if any, received on all deposits or investments of any monies in the Restoration Fund shall be disbursed by added to the Restoration Fund. If Mortgagee consents to the deposit of such funds in an interest-bearing account or otherwise consents to the investment of such funds, neither Mortgagee nor the Restoration Fund Trustee shall be liable or accountable for any loss resulting from any such deposit or investment or for any withdrawal, redemption or sale of deposits or investments. Mortgagee and the Restoration Fund Trustee may impose reasonable charges for services performed in managing the Restoration Fund and may deduct such charges therefrom. Restoration shall be performed only in accordance with the following conditions: (ai) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of restoration and from time to time during restoration, Mortgagee may require Mortgagor to deposit additional monies into the Restoration Fund in amounts which, in Mortgagee's judgment, are sufficient to defray all costs to be incurred to complete the architectsrestoration and all costs associated therewith, general contractor(s)including labor, materials, architectural and design fees and expenses and contractor's fees and expenses, and Mortgagee shall have approved a budget and cost breakdown for the restoration, together with a disbursement schedule, in detail satisfactory to Mortgagee; (ii) prior to commencement of restoration, the contracts, contractors, plans and specifications for the Restoration restoration shall have been approved by Mortgagee and all governmental authorities having jurisdiction, and Mortgagee shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, provided with satisfactory title insurance and which approval acceptable surety bonds insuring satisfactory completion of the restoration and the payment of all subcontractors and materialmen; (iii) all restoration work shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Takingdone under fixed price contracts, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements.fully bonded; (biv) At at the time of any disbursement, no an Event of Default or any event or conditions which with the passage of time or the giving of notice, or both, would constitute an Event of Default shall exist and not have occurred, no mechanics’ ' or materialmen’s Liens 's liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail and an endorsement satisfactory to provide affirmative Mortgagee to its title insurance coverage.policy shall have been delivered to Mortgagee; (cv) Disbursements disbursements from the Restoration Fund shall be made from time to time in an amount time, but not exceeding more frequently than once each calendar month, for completed work under the hard aforesaid contracts (subject to retainage) and soft cost of the work for other costs associated therewith and costs incurred since the last disbursement approved by Mortgagee upon receipt of (1) evidence satisfactory evidence, including architects’ certificates to Mortgagee of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts contracts, plans and specifications as approved by Mortgagee; (vi) Mortgagor will pay the cost of Mortgagee's inspecting architect or engineer and the plans cost of any attorney's fees and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented disbursements incurred by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 Mortgagee in connection with such release.restoration; (evii) The Trustee Mortgagee shall have the option to retain a commercially reasonable retainage amount up to ten percent (but in no event less than 5% 10%) of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing all work until the Restoration (restoration is fully completed, as reasonably estimated determined by XxxxxxMortgagee, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens.occupancy permits therefor have been issued; (hviii) In additionMortgagee may impose such other reasonable conditions, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restorationincluding a restoration schedule, as reasonably determined are customarily imposed by a contractor or architect mutually selected by Landlord construction lenders to assure complete and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the lien-free restoration; (ix) any sum remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration restoration shall, at Mortgagee's option, be applied to any part of the Secured Obligations and in any order (notwithstanding that any of such Secured Obligations may not then be due and payable) or be paid to Mortgagor. (b) If within 120 days after the occurrence of any loss or damage to the Mortgaged Property Mortgagor shall not have submitted to Mortgagee and received Mortgagee's approval of plans and specifications for the repair, restoration or rebuilding of such loss or damage or shall not have obtained approval of such plans and specifications from all governmental authorities whose approval is required or if, after such plans and specifications are approved by Mortgagee and by all such governmental authorities, Mortgagor shall fail to commence promptly such repair, restoration or rebuilding or if thereafter Mortgagor fails to carry out diligently such repair, restoration or rebuilding or is delinquent in the payment to mechanics, materialmen or others of the costs incurred in connection with respect such work or if any other condition of this paragraph is not satisfied within 120 days after the occurrence of any such loss or damage, then Mortgagee, in addition to all other rights herein set forth, and after giving Mortgagor thirty (30) days written notice of the nonfulfillment of one or more of the foregoing conditions, may, failing Mortgagor's fulfillment of said conditions within said thirty (30)-day period, at Mortgagee's option, (A) declare all Secured Obligations immediately due and payable, and/or (B) perform or cause to be performed such repair, restoration or rebuilding and may take such other steps as Mortgagee may elect to carry out such repair, restoration or rebuilding and may enter upon the Mortgaged Property for any of the foregoing purposes, and Mortgagor hereby waives, for itself and all others holding under it, any claim against Mortgagee and any receiver and their respective agents (other than a casualty claim based upon the alleged gross negligence or intentional misconduct of Mortgagee or any such receiver or agent) arising out of anything done by them or any of them pursuant to this paragraph and Mortgagee may, in its discretion, apply any insurance or condemnation proceeds held by it to reimburse itself and/or such receiver for all amounts expended or incurred by it in connection with the performance of such work, including attorneys' fees, and any excess costs shall be paid by Mortgagor to Tenant; any portion of a Net Award remaining after completion of Restoration with respect Mortgagee, and Mortgagor's obligation to a Taking pay such excess costs shall be paid secured by the lien of this Mortgage and shall bear interest at the Default Rate until paid. (c) Mortgagor waives any and all right to Landlordclaim or recover against Mortgagee, its officers, employees, agents and representatives for loss of or damage to Mortgagor, the Mortgaged Property, Mortgagor's property or the property of others under Mortgagor's control from any cause insured against or required to be insured against by the provisions of this Mortgage.

Restoration. The Restoration Fund If this Lease is not terminated, Landlord shall be disbursed by promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, restore the Trustee in accordance with Premises and the following conditions: (a) If Common Areas to substantially the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld or delayed, and which approval shall be granted to the extent same condition that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of Casualty, except for modifications required by Law or any other modifications to the casualty or TakingCommon Areas deemed desirable by Landlord (collectively, whichever is applicable“Landlord’s Restoration Work”). Landlord will shall not withhold its consent be liable for variations any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Improvements required as a result Casualty or the repair thereof. If Landlord’s Restoration Work has not been substantially completed on or before the later to occur of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, date that is nine (9) months after the date of the Casualty and (ii) that no Event the last day of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedthe restoration period set forth in the Completion Estimate, as each such date may be extended (but not by more than sixty (60) days in the aggregate) by force majeure, and (iii) that Tenant has not previously received payment for such work is unable to occupy all or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth Premises for the Permitted Use, then Tenant may elect to terminate this Lease, either in this Paragraph 15 whole or in connection with part as expressly provided above, by giving Landlord notice of such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and election at any time during Restorationafter the applicable deadline and before Landlord has completed the Landlord Restoration Work, if the estimated cost of Restorationin which event this Lease shall terminate, in whole or in part, as reasonably determined by a contractor aforesaid, on the date that his thirty (30) days after Tenant delivers such termination notice to Landlord unless, on or architect mutually selected by before the expiration of such thirty-day period, Landlord and Tenantcompletes Landlord’s Restoration Work, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at in which event Tenant’s option and determination, the amount of such excess election to terminate shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlordautomatically become void.

Restoration. The Restoration Fund shall be disbursed by the Trustee in accordance with the following conditions: (a) If the Building of which the Premises are a part, or the parking areas for the Building, are damaged as the result of an event of casualty, then subject to the provisions below, Landlord shall repair that damage as soon as reasonably possible unless Landlord reasonably determines that: (i) the Premises have been materially damaged and there is less than 1 year of the Term remaining on the date of the casualty; (ii) any Mortgagee (defined in Section 13.1) requires that the insurance proceeds be applied to the payment of the mortgage debt; or (iii) proceeds necessary to pay the full cost of Restoration will exceed the Threshold Amountrepair are not available from Landlord’s insurance, prior including without limitation earthquake insurance. Should Landlord elect not to commencement repair the damage for one of the Restoration preceding reasons, Landlord shall so notify Tenant in the architects, general contractor(s“Casualty Notice” (as defined below), and plans and specifications for this Lease shall terminate as of the Restoration shall be approved by Landlorddate of delivery of that notice. If Landlord has the right to terminate this Lease pursuant to this Section 11.1(a), which approval Landlord agrees to exercise such right in a nondiscriminatory fashion among tenants in the Building. Consideration of the following factors in arriving at its decision shall not be unreasonably withheld or delayeddeemed discriminatory: length of term remaining on the Lease, time needed to repair and restore, costs of repair and restoration not covered by insurance proceeds, Landlord's plans to repair and restore Common Areas serving the Premises, Landlord's plans for repair and restoration of the Building, and which approval shall be granted other factors (other than the rental rates payable under the leases in question) relevant to Landlord's decision as long as they are applied to Tenant in the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required same manner as a result of current zoning and building code requirementsother tenants. (b) At As soon as reasonably practicable following the time casualty event but not later than 60 days thereafter, Landlord shall notify Tenant in writing (“Casualty Notice”) of any disbursementLandlord’s election, no Event if applicable, to terminate this Lease. If this Lease is not so terminated, the Casualty Notice shall set forth the anticipated period for repairing the casualty damage. If the anticipated repair period exceeds 180 days and if the damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of Default shall exist and no mechanics’ or materialmen’s Liens shall the Premises, then either party may elect to terminate this Lease by written notice to the other within 10 days following delivery of the Casualty Notice. In addition, if (i) the Premises have been filed materially damaged and remain undischarged or unbonded or for which there is less than 1 year of the Term remaining at the date of casualty, and (ii) the material damage is so extensive as to reasonably prevent Tenant’s substantial use and enjoyment of the Premises, then Tenant shall fail may elect to provide affirmative title insurance coverageterminate this Lease by written notice to Landlord within 15 days following the date of the casualty. (c) Disbursements n as reasonably possible and this Lease shall be made from time to time continue in an amount not exceeding effect for the hard and soft cost remainder of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidenceTerm. Upon notice from Landlord, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens Tenant shall assign or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant endorse over to Landlord and (or to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed any party designated by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus property insurance proceeds payable to Tenant under Tenant's insurance with respect to any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, Tenant Installations; provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, to repair such Tenant Installations exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at insurance proceeds received by Landlord from Tenant’s option and determination's insurance carrier, the amount excess cost of such excess repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the Trustee performance of the repairs to such Tenant Installations. (d) From and after the 6th business day following the casualty event, the rental to be added paid under this Lease shall be abated in the same proportion that the Floor Area of the Premises that is rendered unusable by the damage from time to time bears to the Restoration Fund or total Floor Area of the Premises. Notwithstanding the foregoing, if the Premises are partially destroyed and the remaining portion is not usable for Tenant's business purposes, the rental abatement described herein shall apply to the entire Premises. (e) Notwithstanding the provisions of subsections (a), (b) and (c) of this Section 11.1, but subject to Section 10.5, the cost of any repairs shall be borne by Tenant, and Tenant shall fund at not be entitled to rental abatement or termination rights, if the damage is due to the willful misconduct of Tenant or its own expense employees, subtenants, contractors, invitees or representatives. In addition, the costs provisions of such Restoration until the remaining Restoration Fund this Section 11.1 shall not be deemed to require Landlord to repair any Tenant Installations, fixtures and other items that Tenant is sufficient for the completion obligated to insure pursuant to Exhibit D or under any other provision of the Restoration. Any sum this Lease, except as expressly provided in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to LandlordSection 11.1(c).

Restoration. The Restoration Fund If the Demised Premises or any portion thereof shall be disbursed damaged by the Trustee in accordance with the following conditions: (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval shall not be unreasonably withheld fire or delayed, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed other casualty at any time prior to the last two Lease Years within the Term (taking into account whether Tenant delivers a Renewal Notice within thirty (30) days following the occurrence of such damage or other casualty), at Landlord's sole cost and expense (except as hereafter provided in the casualty or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost instance of the work deductible for the Property Insurance provided in Section 11.2 below), Landlord shall repair and costs incurred since restore the same ("RESTORATION"), subject to Permitted Delays, with diligence and as soon as reasonably practicable under the circumstances, but nonetheless within two hundred and seventy (270) days following the date Landlord receives all building permits and other approvals necessary to commence and thereafter prosecute to completion such Restoration. If (i) such damage or other casualty occurs in the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, two (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewithLease Years, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbondedTenant has not then delivered to Landlord a Renewal Notice Tenant has the right to deliver hereunder, and (iii) that Tenant has not previously received payment for such work or expense; the certificate reasonably estimated time it will take to be delivered by Tenant upon completion complete the Restoration therefor is in excess of one hundred eighty (180) days, Landlord may elect to either (1) terminate this Lease, effective as of the work shalldate of such occurrence, in additionor (2) undertake the Restoration. If Landlord fails to deliver such notice to Tenant, state it shall act as notice to Tenant that the work that is the subject of the request for disbursement Landlord has been substantially completed and complies with the applicable requirements of elected to terminate this Lease. The Trustee shall not release funds from Notwithstanding the foregoing, if the Demised Premises are partially or wholly untenantable by fire or other casualty and Landlord elects to restore the damaged portion of the Demised Premises as aforesaid, but Landlord fails to complete the Restoration Fund unless within the said two hundred and until it has received a seventy (270) days (subject to Permitted Delays), then, upon thirty (30) days prior written authorization from notice to Landlord, Tenant may terminate this Lease. If Tenant fails to deliver such notice when aforesaid, Tenant shall be deemed to waived such right of termination, but Tenant may pursue against Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all an action for specific performance of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee Restoration. Base Rent and Additional Charges shall retain a commercially reasonable retainage amount (but in no event less than 5% xxxxx on those portions of the expected Demised Premises 42 that are, from time to time, untenantable or inaccessible as a result of such damage (or shall be fully abated pending repair costif the Demised Premises are rendered unsuitable for the conduct of Tenant's business) until Landlord shall have completed the Restoration required of Landlord hereunder. If the entirety of the Building is untenantable or the Demised Premises are inaccessible as a result of such damage, other than general conditions, then on and after the date Tenant vacates the Demised Premises as a result thereof until the Restoration is 50% complete). (f) The Restoration Fund shall be held by complete so Tenant is permitted to re-occupy the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the TrusteeDemised Premises, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide not be required to Landlord maintain the basis for such estimate, commercial general liability insurance provided in reasonable detail, promptly after Landlord’s request therefor), free and clear of all LiensSection 5.2(b) hereof. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.

Restoration. The Restoration Fund If less than the whole or less than all or substantially all of the Original Building shall be disbursed taken in such proceedings, and Tenant shall not have elected to terminate this Sublease if permitted by the Trustee in accordance terms hereof, Landlord shall, with reasonable dispatch, repair the following conditions: (a) If the cost remaining portion of Restoration will exceed the Threshold Amountsuch structure or structures so as to restore it or them complete, prior to commencement of the Restoration the architects, general contractor(s), and plans and specifications for the Restoration shall be approved by Landlord, which approval but Landlord shall not be unreasonably withheld obligated to extend any part of such structure beyond any boundary of the real property described on Exhibit "A" to this Sublease or delayedto restore any structure in violation of any applicable zoning ordinances or regulations or other laws; Landlord shall not be obligated to expend on any structure more than the sum allowed to Landlord in such proceeding for damage to the structure, less all expenses incurred by Landlord in such proceeding; nor shall there be any abatement of any rent due hereunder during such restoration; provided, that if the expense of such restoration would be greater than the sum allowed to Landlord, less such expenses in the condemnation proceeding, then Landlord shall have an option, for a period of thirty (30) days after such partial taking, within which to decide whether to make the restoration or terminate this Sublease. If, within such thirty-day period, Landlord shall give written notice to Tenant of termination, this Sublease and the term hereof shall terminate and expire on the last day of the calendar month following the month in which such notice shall be given and the Basic Rent, Additional Rent, Supplemental Rent, and which approval shall be granted to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence of the casualty other sums or Taking, whichever is applicable. Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time of any disbursement, no Event of Default shall exist and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded or for which Tenant shall fail to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent by Tenant to Landlord and to the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements of this Lease. The Trustee shall not release funds from the Restoration Fund unless and until it has received a written authorization from Landlord approving such release, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth charges in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund shall be held by the Trustee and shall be invested as directed by Landlord. All interest shall become a part of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trustee, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, Sublease provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected by Landlord and Tenant, exceeds the amount of the Net Proceeds or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid by Tenant to the Trustee to be added to the Restoration Fund or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid to Tenantthe date of such termination; provided, that if Tenant shall agree in writing, within twenty (20) days after receiving any portion such notice of a Net Award remaining after completion termination from Landlord, to pay the difference by which the cost of Restoration with respect such restoration exceeds the sum allowed to a Taking Landlord in such condemnation proceeding, less such expenses, then Landlord's notice of termination and right to terminate hereunder shall be paid to Landlordcease and Landlord shall make such such restoration as herein before required."

Restoration. The Restoration Fund If this Lease shall not be disbursed by terminated pursuant to Section 10.2, Landlord shall thereafter use due diligence to restore the Trustee Premises to substantially the same condition the Premises were in accordance with prior to the following conditions: damage (exclusive of (a) If the cost of Restoration will exceed the Threshold Amount, prior to commencement alterations or improvements made by or on behalf of the Restoration Tenant after the architectsTerm Commencement Date and (b) fixtures or property removable by Tenant upon expiration or earlier termination of the Term of this Lease, general contractor(sall of which shall be the responsibility of Tenant), and plans and specifications for the Restoration provided that Landlord's obligation shall be approved by Landlordlimited to the amount of insurance proceeds or condemnation awards made available to Landlord therefor. If, which approval for any reason, such restoration shall not be unreasonably withheld substantially completed within six months after the expiration of the ninety (90) day period referred to in Section 10.2 (which six-month period may be extended for such periods of time as Landlord is prevented from proceeding with or delayedcompleting such restoration for any cause described in Section 13.5 or beyond Landlord's reasonable control), Tenant shall have the right to terminate this Lease by giving notice to Landlord thereof within thirty (30) days after the expiration of such period (as so extended). Upon the giving of such notice, this Lease shall cease and which approval come to an end without further liability or obligation on the part of either party unless, within such thirty (30) day period, Landlord substantially completes such restoration. Such right of termination shall be granted Tenant's sole and exclusive remedy at law or in equity for Landlord's failure to complete such restoration. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the extent that the plans and specifications depict a Restoration which is substantially similar to the Improvements and Equipment which existed prior to the occurrence business of the Tenant resulting in any way from damage from fire or other casualty or Taking, whichever is applicablethe repair thereof. Tenant understands that Landlord will not withhold its consent for variations to the Improvements required as a result of current zoning and building code requirements. (b) At the time carry insurance of any disbursementkind on Tenant's improvements, no Event of Default shall exist and no mechanics’ alterations, furniture or materialmen’s Liens shall have been filed and remain undischarged furnishings or unbonded on any fixtures or for which Tenant shall fail equipment removable or to provide affirmative title insurance coverage. (c) Disbursements shall be made from time to time in an amount not exceeding the hard and soft cost of the work and costs incurred since the last disbursement upon receipt of (1) satisfactory evidence, including architects’ certificates of the stage of completion, of the estimated cost of completion and of performance of the work to date in a good and workmanlike manner in accordance with the contracts and the plans and specifications, (2) partial releases of Liens or conditional Lien waivers, and (3) other reasonable evidence of cost and payment so that Landlord can verify that the amounts disbursed from time to time are represented by work that is completed in place or delivered to the site and free and clear of mechanics’ Lien claims. (d) Each request for disbursement shall be sent removed by Tenant to Landlord and to under the Trustee, accompanied by a certificate of Tenant describing the work, materials or other costs or expenses, for which payment is requested and stating (i) the cost incurred in connection therewith, (ii) that no Event of Default exists and no mechanics’ or materialmen’s Liens shall have been filed and remain undischarged or unbonded, and (iii) that Tenant has not previously received payment for such work or expense; the certificate to be delivered by Tenant upon completion of the work shall, in addition, state that the work that is the subject of the request for disbursement has been substantially completed and complies with the applicable requirements provisions of this Lease. The Trustee , and that Landlord shall not release funds from be obligated to repair any damage thereto or replace the Restoration Fund unless same. If Tenant desires any other or additional repairs for restoration and until it has received a written authorization from if Landlord approving such releaseconsents thereto, which Xxxxxxxx agrees to promptly give if Xxxxxx has satisfied all of the requirements set forth in this Paragraph 15 in connection with such release. (e) The Trustee shall retain a commercially reasonable retainage amount (but in no event less than 5% of the expected repair cost, other than general conditions, until the Restoration is 50% complete). (f) The Restoration Fund same shall be held by the Trustee and done at Tenant's expense. Tenant acknowledges that Landlord shall be invested as directed by Landlord. All interest shall become a part entitled to the full proceeds of the Restoration Fund. (g) At all times the undisbursed balance of the Restoration Fund held by the Trusteeany insurance coverage, plus any funds contributed thereto by Xxxxxx, at its option, shall be not less than the cost of completing the Restoration (as reasonably estimated by Xxxxxx, provided that Tenant shall provide to Landlord the basis for such estimate, in reasonable detail, promptly after Landlord’s request therefor), free and clear of all Liens. (h) In addition, prior to commencement of Restoration and at any time during Restoration, if the estimated cost of Restoration, as reasonably determined by a contractor or architect mutually selected whether carried by Landlord and or Tenant, exceeds the amount of the Net Proceeds for damage to alterations, additions, improvements or the Net Award, as applicable, and Tenant Insurance Payment available for such Restoration, either, at Tenant’s option and determination, the amount of such excess shall be paid decorations provided by Tenant to the Trustee to be added to the Restoration Fund Landlord either directly or Tenant shall fund at its own expense the costs of such Restoration until the remaining Restoration Fund is sufficient for the completion of the Restoration. Any sum in the Restoration Fund which remains in the Restoration Fund upon the completion of Restoration with respect to a casualty shall be paid through an allowance to Tenant; any portion of a Net Award remaining after completion of Restoration with respect to a Taking shall be paid to Landlord.